The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Application Proof. Application Proof of Xpower Technology Co., Ltd. 杭州小電科技股份有限公司 (A joint stock company incorporated in the People’s Republic of with limited liability) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Exchange”) and the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong.

This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with Hangzhou Xpower Technology Co., Ltd. (杭州小電科技股份有限公司) (the “Company”), its joint sponsors, advisers or members of the underwriting syndicate that: (a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document; (b) the publication of this document or any supplemental, revised or replacement pages on the Exchange’s website does not give rise to any obligation of the Company, its joint sponsors, advisers or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of this document or any supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document; (d) the Application Proof is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on the Exchange; (e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, advisers or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document; (h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted; (i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; (j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and (k) the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject public offering and/ or listing. THIS APPLICATION PROOF IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES. NEITHER THIS APPLICATION PROOF NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THIS APPLICATION PROOF IS NOT BEING MADE AVAILABLE IN, AND MAY NOT BE DISTRIBUTED OR SENT TO ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED. No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a prospectus of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT

IMPORTANT: If you are in any doubt about any of the contents of this document, you should seek independent professional advice. Hangzhou Xpower Technology Co., Ltd. 杭州小電科技股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) [REDACTED] Number of [REDACTED] under : [REDACTED] H Shares (subject to the the [REDACTED] [REDACTED]) Number of Hong Kong [REDACTED] : [REDACTED] H Shares (subject to adjustment) Number of [REDACTED] : [REDACTED] H Shares (subject to adjustment and the [REDACTED]) Maximum [REDACTED] : HK$[REDACTED] per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong Dollars and subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : [Š] Joint Sponsors

[REDACTED], [REDACTED] and [REDACTED] [REDACTED] [REDACTED]

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. [A copy of this document, having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies and Available for Inspection” to this document, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).] The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any other document referred to above. The [REDACTED] is expected to be fixed by agreement between the Joint [REDACTED] (on behalf of the [REDACTED]) and us on the [REDACTED]. The [REDACTED] is expected to be on or around [REDACTED] (Hong Kong time) and, in any event, not later than [REDACTED] (Hong Kong time). The [REDACTED] will be not more than HK$[REDACTED] per [REDACTED] and is currently expected to be not less than HK$[REDACTED] per [REDACTED]. If, for any reason, the [REDACTED] is not agreed by [REDACTED] (Hong Kong time) between the Joint [REDACTED] (on behalf of the [REDACTED]) and us, the [REDACTED] will not proceed and will lapse. Applicants for Hong Kong [REDACTED] are required to pay, on application, the maximum [REDACTED] of HK$[REDACTED] for each Hong Kong [REDACTED] together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the [REDACTED] as finally determined is less than HK$[REDACTED]. We are incorporated, and a majority part of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors,” “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association” to this document. The obligations of the Hong Kong [REDACTED] under the Hong Kong [REDACTED] to [REDACTED], and to procure applicants for the [REDACTED], the Hong Kong [REDACTED], are subject to termination by the Joint [REDACTED] (on behalf of the Hong Kong [REDACTED]) if certain grounds arise prior to 8:00 a.m. on the day that [REDACTED] in the Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section headed “[REDACTED] — Hong Kong [REDACTED] — Hong Kong [REDACTED] — Grounds for Termination” in this document. The [REDACTED] have not been and will not be registered under the Securities Act or any state securities law in the United States and may not [REDACTED], [REDACTED], pledged or transferred within the United States or to, or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The [REDACTED] are being [REDACTED] and [REDACTED] (1) solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S to investors. [REDACTED] ATTENTION [REDACTED] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT

[REDACTED] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT

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IMPORTANT NOTICE TO INVESTORS

This document is issued by us solely in connection with the Hong Kong [REDACTED] and does not constitute an [REDACTED] to sell or a solicitation of an [REDACTED] to buy any security other than the Hong Kong [REDACTED] by this document pursuant to the Hong Kong [REDACTED]. This document may not be used for the purpose of, and does not constitute, an [REDACTED] or a solicitation of an [REDACTED] for or buy, any security in any other jurisdiction or in any other circumstances. No action has been taken to permit a [REDACTED] or the distribution of this document in any jurisdiction other than Hong Kong. The distribution of this document and the [REDACTED] and sale of the [REDACTED] in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.

You should rely only on the information contained in this document and the [REDACTED] make your investment decision. We have not authorized anyone to provide you with information that is different from what is contained in this document. Any information or representation not made in this document must not be relied on by you as having been authorized by us, the Joint Sponsors, the Joint [REDACTED], the Joint [REDACTED], the Joint [REDACTED], any of the [REDACTED], any of our or their respective directors, officers or representatives, or any other person or party involved in the [REDACTED].

Page EXPECTED TIMETABLE ...... i CONTENTS ...... iv SUMMARY ...... 1 DEFINITIONS ...... 11 GLOSSARY ...... 19 FORWARD-LOOKING STATEMENTS ...... 20 RISK FACTORS ...... 21 WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE ...... 45 INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED] ...... 51 DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE [REDACTED] ...... 55 CORPORATE INFORMATION ...... 59 INDUSTRY OVERVIEW ...... 60 REGULATORY OVERVIEW ...... 69 HISTORY AND CORPORATE STRUCTURE ...... 79 BUSINESS ...... 96 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT ...... 127 SUBSTANTIAL SHAREHOLDERS ...... 137 SHARE CAPITAL ...... 138 FINANCIAL INFORMATION ...... 142 FUTURE PLANS AND USE OF [REDACTED] ...... 171

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[REDACTED] ...... 172 STRUCTURE OF THE [REDACTED] ...... 180 HOW TO APPLY FOR HONG KONG [REDACTED] ...... 188 APPENDIX I ACCOUNTANT’S REPORT ...... I-1 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... II-1 APPENDIX III TAXATION AND FOREIGN EXCHANGE ...... III-1 APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS ... IV-1 APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION ...... V-1 APPENDIX VI STATUTORY AND GENERAL INFORMATION ...... VI-1 APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE FOR INSPECTION ...... VII-1

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This summary aims to give you an overview of the information contained in this document. As this is a summary, it does not contain all the information that may be important to you. You should read this document in its entirety before you decided to invest in the [REDACTED]. There are risks associated with any investment. Some of the particular risks in investing in the [REDACTED] are set out in “Risk Factors” of this document. You should read that section carefully before you decide to invest in the [REDACTED].

OUR MISSION Empower a better life!

OVERVIEW Who We Are We are a leading power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. We provide our users fast, convenient and easily accessible mobile device charging services through power banks strategically placed in high-traffic places or where people spend extended hours, such as, shopping malls, restaurants, hotels, transportation hubs, and entertainment venues. As of December 31, 2020, our power bank sharing services covered over 710,000 points of interest, or POIs, and we had placed approximately 6.0 million power banks in service. Our strong position in the industry in terms of user reach has enabled us to serve over 237 million registered users as of December 31, 2020.

While the usage time and intensity of mobile devices, especially smartphones, have increased significantly in recent years, smartphone battery technology and charging technology have been unable to deliver breakthroughs that can fully address the power consumption needs of smartphone users so far. In addition, the newly upgraded mobile phone hardware configuration, such as high refresh rate screen and 5G technology, have further increased the power consumption. People have been growingly looking for charging devices that are, portable, easily accessible and friendly to use. According to the Frost & Sullivan Report, the market size of China’s power bank sharing service expanded rapidly from 2016 to 2020 at a CAGR of 151.1%, and is expected to further grow at a CAGR of 36.9% from 2020 to 2028, reaching a total market size of RMB106.1 billion in 2028. We are committed to cultivating user habits to help them get through their daily lives free of charging anxiety.

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Our Ecosystem We leverage our digitalized infrastructure to connect users, location partners, network partners, suppliers and potential third-party business partners, such as advertisers and IP partners, together in an ecosystem centered on our power bank sharing services. The following diagram sets out the power bank sharing ecosystem that we have established:

Consumers

Good user Brand experience loyalty

Enhanced consumer stickiness to attract more location partners to cooperate with Xiaodian Quality Precise POI Product information Optimized Synergy productivity effect End-to-end and collaborative Diversified supply chain management service Value-add Supply Service Chain Cooperation User feedbacks on Online & product offline traffic Crossover Product cooperation optimization

Prompt Direct Network Service operation partners Enhanced brand awareness to location partners to increase number of POIs and service accessibility to consumers

Enhanced ContinuousC stickiness incomeinco sharing

Location Partners

Our Business Model During the Track Record Period, we primarily operated our business under direct operation, where we deploy our in-house business development team for the expansion, management and maintenance of our POIs. According to Frost & Sullivan, we were blessed with the largest in-house business development team in China’s power bank sharing market as of December 31, 2020, fueling continuous expansion of our service network. To a lesser extent, we also operate under network partner model, where we engage third-party network partners to help us penetrate into untapped markets. As of December 31, 2020, 93.6% and 6.4% of our POIs were directly operated and through network partners, respectively. We believe that direct operation is how we stand out from our competitors, which enables us to have rigorous control over each step of our operation, from business development to after-sales device maintenance, and from data analytics to performance review.

Our Digital Infrastructure We are a technology-driven company that devotes abundant resources in digitalized infrastructure. We leverage our proprietary digitalized infrastructure and data analytics to monitor device performance, process operational data, obtain valuable user insights and closely track the supply chain management. We believe our technological capabilities have solidified our leadership and will continue to catalyze our sustainable growth.

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Our Achievements The following diagram sets out our achievements since our inception in 2016 to end of 2020:

237mn+ 1,700+ 710k+ 575k+ Registered Users(1) Cities & Counties Covered(1) POIs(1) Location Partners(1)

~1.1bn ~2.1mn ~880k ~6.0mn Cumulative Order Daily Peak Order Cabinets(2) Power Banks(2) Volume(2) Volume(2)

Notes:

(1) As of December 31, 2020. (2) Since our inception to December 31, 2020.

During the Track Record Period, we have experienced rapid growth in terms of daily average order volume. Our average daily order volume decreased significantly in the first quarter of 2020, in particular, February, due to the negative impact of COVID-19, when our average daily order volume decreased by 78.4% compared to February 2019. For details of impact of COVID-19 on our business, see “Financial Information — Impact of COVID-19 on Our Business.” However, owing to a series of remedial measures, we soon experienced speedy recovery. Compared to the first quarter of 2020, our average daily order volume increased by 96.8%, 140.5%, and 110.6% in the second, third and fourth quarter of 2020, respectively. Later in the first quarter of 2021, our average daily order volume reached record highs compared to that during the Track Record Period. The following chart sets forth our average daily order volume during the Track Record Period and up to the Latest Practicable Date:

1,800,000

1,500,000

1,200,000

900,000

600,000

Average Daily Order Volume 300,000

0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2018 2019 2020 2021

Supported by our operational excellency and data capabilities, we have grown rapidly during the Track Record Period. Our total revenues totaled RMB423.4 million, RMB1,636.1 million and RMB1,911.3 million, in 2018, 2019 and 2020, respectively, representing a CAGR of 112.5%.

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OUR COMPETITIVE STRENGTHS We believe the following competitive advantages have contributed to our success and will help drive our growth in the future: Š Leading and fast-growing power bank sharing service provider in China; Š Differentiated market development strategies supported by deep user insights; Š Efficient operating capabilities enabled by industry leading digital infrastructure; Š Well-established ecosystem adding value to each participant; Š Refined supply chain management to ensure first-class hardware product quality and cost control; and Š Visionary and experienced management with proven track record

For further details, see “Business — Our Competitive Strengths.”

OUR GROWTH STRATEGIES To achieve our mission and further solidify our leadership, we intend to pursue the following growth strategies: Š Further expand our service network across existing and new markets; Š Continue to improve our operating efficiency by lean management and digitalization; Š Continuously upgrade and evolve our devices; Š Enhance our brand value; Š Explore new business opportunities catalyzed by our well-developed ecosystem; Š Establishing strategic cooperation with leading short video companies to expand the boundaries of our local services business; and Š Selectively pursue strategic cooperation, investment and acquisition opportunities.

For further details, see “Business — Our Growth Strategies.”

RISK FACTORS Our business and the [REDACTED] involve certain risks as set out in “Risk Factors” in this Document. You should read that section in its entirety carefully before you decide to invest in our Shares. Some of the major risks we face include the following: Š Our limited operating history and evolving business model makes it difficult to evaluate our business and future prospects and the risks and challenges we may encounter. If we fail to address the risks and challenges that we face, our business, financial condition and results of operations could be adversely affected. Š Power bank sharing industry in China is relatively new and has been rapidly evolving. If such market does not continue to grow or consumer demand decreases, our business, financial condition and results of operations would be materially and adversely affected. Š China’s power bank sharing industry is highly competitive. We face intense competition and could lose market share to our competitors, which could materially and adversely affect our business, results of operations and financial condition. Š We rely on our relationship with location partners. If there is any interruption or termination of such cooperation, our business may be adversely affected.

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Š We may not be able to successfully expand our business or execute our growth strategies, such as capturing expansion opportunities in existing and new markets, expanding into new geographical areas, or exploring new consumption scenarios. Any failure of such efforts may adversely impact our business and results of operations. Š We engage manufacturers to manufacture cabinets and power banks for us. Any changes, disruptions or their failure to perform their obligations in a timely or competent manner may adversely affect our operation. Š We have incurred losses during the Track Record Period, which may continue in the future. Š We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by our products. A product recall or an issue related to product liability, product defect or personal injury may damage our reputation and brand image. Additionally, new laws and regulations may impose additional requirements and other obligations on our business, which may materially and adversely affect our business, financial condition and results of operations. SUBSTANTIAL SHAREHOLDER Mr. Tang Yongbo, our executive Director and chairman of the Board, directly owns approximately 26.82% equity interest of our Company. In addition, he is also entitled to exercise the voting rights of the Shares held by Xpower Investment. In totality of the above, as of the Latest Practicable Date, Mr. Tang was entitled to exercise the voting rights attaching to approximately 35.82% of our total issued share capital. Please refer to “Substantial Shareholders” for further details. Immediately upon completion of the [REDACTED], assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised, Mr. Tang will be entitled to exercise the voting rights attaching to approximately [REDACTED]% of our total issued share capital. Accordingly, there will be no Controlling Shareholders upon [REDACTED].

SHARE INCENTIVE SCHEME In order to reward or incentivize our Directors, senior management and employees for their contribution or potential contribution to our Group, we adopted the Pre-[REDACTED] Share Option Plan on April 17, 2020. For details, please see “Statutory and General Information — D. Share Incentive Plan” in Appendix VI to this document.

OUR PRE-[REDACTED] INVESTORS Since the establishment of our Company, we have received several rounds of the Pre-[REDACTED] Investments. For further details of the identity and background of the Pre-[REDACTED] Investors, and the principal terms of the Pre-[REDACTED] Investments, see “History, Reorganization and Corporate Structure — Pre-[REDACTED] Investments”.

SUMMARY OF HISTORICAL FINANCIAL INFORMATION The following tables set forth a summary of the financial information from our consolidated financial information for the Track Record Period, extracted from the Accountant’s Report set out in Appendix I. The summary of consolidated financial data set forth below should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements in this Document, including the related notes. Our consolidated financial information has been prepared in accordance with IFRS.

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Summary of Consolidated Statements of Comprehensive Income (Loss)

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Revenue ...... 423,356 100.0 1,636,113 100.0 1,911,338 100.0 Cost of revenue ...... (151,592) (35.8) (260,166) (15.9) (400,966) (21.0) Gross profit ...... 271,764 64.2 1,375,947 84.1 1,510,372 79.0 Distribution and marketing expenses ...... (260,501) (61.5) (1,052,787) (64.3) (1,472,055) (77.0) General and administrative expenses ...... (22,426) (5.3) (63,645) (3.9) (91,120) (4.8) Research and development expenses ...... (37,262) (8.8) (101,762) (6.2) (118,581) (6.2) Net impairment losses on financial assets ...... (496) (0.1) (3,268) (0.2) (211) 0.0 Other income ...... 6 0.0 9,467 0.6 17,479 0.9 Other gains/(losses), net ...... (5,255) (1.2) 9,498 0.6 17,436 0.9 Operating profit/(loss) ...... (54,170) (12.8) 173,450 10.6 (136,680) (7.2) Finance income ...... 2,495 0.6 4,374 0.3 2,526 0.1 Finance costs ...... (45) 0.0 (109) 0.0 (258) 0.0 Finance income, net ...... 2,450 0.6 4,265 0.3 2,268 0.1 Share of net loss of investments accounted for using the equity method...... — — (808) (0.1) — — (Loss)/Profit before income tax ...... (51,720) (12.2) 176,907 10.8 (134,412) (7.0) Income tax expenses ...... 15,637 3.7 (39,552) (2.4) 30,268 1.6 (Loss)/Profit and total comprehensive (losses)/ income for the year ...... (36,083) (8.5) 137,355 8.4 (104,144) (5.4) Non-IFRS Measure(1) Adjusted (loss)/profit before income tax(2) ...... (44,714) (10.6) 193,780 11.8 (106,772) (5.6)

Notes: (1) The use of such measure has limitations as an analytical tool, and you should not consider them in isolation from, or as a substitute for analysis of, our results of operations or financial condition as reported under IFRS. See “Financial Information — Non-IFRS Measure”. (2) We define adjusted (loss)/profit before income tax as (loss)/profit before income tax for the period adjusted by adding share-based compensation.

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Summary of Consolidated Statements of Financial Position

As of December 31, 2018 2019 2020 (RMB in thousands) Assets Non-current assets: Property, plant and equipment...... 147,945 524,010 606,215 Right-of-use assets ...... 1,330 6,940 4,390 Intangible assets ...... 65 803 1,037 Deferred income tax assets ...... 43,408 7,355 34,124 Investments accounted for using equity method...... — — — Financial assets at fair value through profit or loss ...... — 5,000 5,000 Prepayments, deposits and other receivables ...... 7,398 2,792 — Total non-current assets ...... 200,146 546,900 650,766 Current assets Inventories ...... 6 — 13 Trade receivables ...... 1,668 7,758 4,183 Prepayments, deposits and other receivables ...... 34,428 164,834 298,948 Financial assets at fair value through profit or loss ...... 129,957 599,288 254,946 Restricted cash...... 81,385 3,700 105,530 Cash and cash equivalents ...... 281,376 164,277 426,644 Total current assets ...... 528,820 939,857 1,090,264 Total assets ...... 728,996 1,486,757 1,741,030 Liabilities Non-current liabilities Lease liabilities ...... 425 1,716 277 Deferred income tax liabilities ...... — 3,499 — 425 5,215 277 Current liabilities Trade and bills payables ...... 238,060 748,929 824,006 Accruals and other payables ...... 254,211 338,026 341,257 Contract liabilities ...... 910 1,315 2,697 Lease liabilities ...... 771 4,455 3,170 Total current liabilities ...... 493,952 1,092,725 1,171,130 Total liabilities...... 494,377 1,097,940 1,171,407

Summary of Consolidated Statements of Cash Flow

For the Year Ended December 31, 2018 2019 2020 (RMB in thousands) Net cash generated from operating activities...... 384,544 587,630 210,197 Net cash used in investing activities...... (242,605) (701,817) (198,573) Net cash generated from/(used in) financing activities ...... 59,271 (2,912) 250,743 Net increase/(decrease) in cash and cash equivalents...... 201,210 (117,099) 262,367 Cash and cash equivalents at beginning of year ...... 80,166 281,376 164,277 Exchanges losses on cash and cash equivalents ...... ——— Cash and cash equivalents at end of year...... 281,376 164,277 426,644

RECENT DEVELOPMENT In the first quarter of 2021, we continued to invest abundant resources in further expanding our business and enhancing our brand awareness. For example, we paid more incentive fees to attract more key location

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COVID-19 Outbreak and Effects on Our Business The outbreak of a novel strain of coronavirus named COVID-19 has materially and adversely affected the global economy. In response, countries and regions across the world, including China, have imposed widespread lockdowns, closure of work places and restrictions on mobility and travel to contain the spread of the virus. As of the Latest Practicable Date, substantially all of the Chinese cities had eased or lifted domestic travel restrictions and resumed normal social activities, business, work and production.

As mandated shutdowns and limited operation orders went into effect across China from late January to early April 2020 when the COVID-19 outbreak peaked in China, we had experienced an immediate and drastic reduction in order volume compared to the same periods in 2019. Our average daily order volume decreased significantly in the first quarter of 2020, in particular, February, when our average daily order volume decreased by 78.4% compared to February 2019. In addition, to varying degrees, our POI network expansion and supply chain management had also been impacted by COVID-19 outbreak.

Despite the hit of COVID-19, we have experienced rapid recovery in our operating performance since the second quarter of 2020 as the social and market conditions in China substantially improved. Most of location partners resumed operations starting from April 2020, and our order volume returned to normal levels starting from the second quarter of 2020. Compared to the first quarter of 2020, our average daily order volume increased by 96.8%, 140.5%, and 110.6% in the second, third and fourth quarter of 2020, respectively. Our revenues in the first, second, third and fourth quarter of 2020 amounted to RMB251.4 million, RMB469.8 million, RMB587.0 million and RMB603.1 million, respectively. For more details related to the COVID-19 outbreak, and its effects on our business and our remedial measures, see “Financial Information — Impact of COVID-19 on Our Business.”

No Material Adverse Change Save as otherwise disclosed in this Document, our Directors confirm that, as of the date of this Document, there has been no material adverse change in our financial or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects of our Group since December 31, 2020, the end of the period reported on in the Accountant’s Report set out in Appendix I to this Document.

DIVIDENDS We have not previously declared or paid any cash dividend or dividend in kind and we have no plan to declare or pay any dividends in the near future on our Shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

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[REDACTED] STATISTICS All statistics in the following table are based on the assumptions that: (i) the [REDACTED] has been completed and [REDACTED] H Shares are issued pursuant to the [REDACTED], (ii) the [REDACTED] is not exercised, and (iii) [REDACTED] Shares are issued and outstanding following the completion of the [REDACTED]. Based on an [REDACTED] Based on an [REDACTED] of HK$[REDACTED] per of HK$[REDACTED] per H Share H Share Market capitalization immediately after the [REDACTED] ...... HK$[REDACTED] million HK$[REDACTED] million Unaudited pro forma adjusted net tangible assets per Share...... HK$[REDACTED] HK$[REDACTED]

[REDACTED] EXPENSES Our [REDACTED] expenses mainly include [REDACTED] and commissions and professional fees paid to legal, accounting and other advisors for their services rendered in relation to the [REDACTED] and the [REDACTED]. Assuming full payment of the discretionary incentive fee, the estimated total [REDACTED] expenses (based on the mid-point of the [REDACTED] Range and assuming that the [REDACTED] is not exercised) for the [REDACTED] are approximately HK$[REDACTED] million, accounting for approximately [REDACTED]% of our gross [REDACTED]. Assuming that the full Conversion of Domestic Shares to H Shares have been approved, an estimated amount of HK$[REDACTED] million for our [REDACTED] expenses, accounting for approximately [REDACTED]% of our gross [REDACTED], is expected to be expensed through the statement of profit or loss and the remaining amount of HK$[REDACTED] million is expected to be recognized directly as a deduction from equity upon the [REDACTED]. During the Track Record Period, we have not incurred any [REDACTED] expenses relating to this [REDACTED]. Our Directors do not expect such expenses to have a material and adverse impact on our financial results for the year ending December 31, 2020.

USE OF [REDACTED] The table below sets forth the estimated net [REDACTED] of the [REDACTED] which we will receive after deduction of [REDACTED] and commissions and estimated expenses payable by us in connection with the [REDACTED] (assuming the [REDACTED] is not exercised): Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the mid-point of the [REDACTED] range stated in this Document) ...... HK$[REDACTED] million Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the high end of the [REDACTED] range stated in this Document)...... HK$[REDACTED] million Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the low end of the [REDACTED] range stated in this Document)...... HK$[REDACTED] million We intend to use the net [REDACTED] as follows (based on the mid-point of the [REDACTED] range stated in this Document): Š approximately HK$[REDACTED] million (representing [REDACTED]% of the net [REDACTED]) is expected to be used for the expansion of service network and procurement of hardware; Š approximately HK$[REDACTED] million (representing [REDACTED]% of the net [REDACTED]) is expected to be used for advancement of digitalized infrastructure and upgrades of power banks and cabinets; Š approximately HK$[REDACTED] million (representing [REDACTED]% of the net [REDACTED]) is expected to be used for development of short video marketing services and exploration of other new business opportunities; Š approximately HK$[REDACTED] million (representing [REDACTED]% of the net [REDACTED]) is expected to be used for exploration of potential investment, mergers and acquisitions opportunities, although we have not identified any acquisition target; and

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Š approximately HK$[REDACTED] million (representing [REDACTED]% of the net [REDACTED]) is expected to be used for working capital and general corporate purpose.

The above allocation of the [REDACTED] will be adjusted on a pro rata basis in the event that the [REDACTED] is fixed at a higher or lower level compared to the mid-point of the estimated [REDACTED] range.

If the [REDACTED] is fully exercised, our Company will receive additional net [REDACTED] of approximately HK$[REDACTED] million for [REDACTED] H Shares to be allotted and issued upon the full exercise of the [REDACTED] based on the [REDACTED] of HK$[REDACTED] per H Share, being the mid-point of the [REDACTED] range, and after deducting the [REDACTED] and commissions payable by our Company. The additional amount raised will be applied to the above areas of use of [REDACTED] on pro-rata basis.

For further details, see “Future Plans and Use of [REDACTED]”.

—10— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

In this document, unless the context otherwise requires, the following terms shall have the meanings set out below.

“Accountant’s Report” the Accountant’s Report for the years ended December 31, 2018, 2019 and 2020 prepared by PricewaterhouseCoopers, the text of which is set out in Appendix I to this document

[REDACTED]

“Articles of Association” or “Articles” articles of association of our Company adopted on March 19, 2021, as amended from time to time, a summary of which is set out in “Appendix V — Summary of Articles of Association” to this document

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Audit Committee” the audit committee of the Board

“Board” or “Board of Directors” the board of directors of our Company

“Business Day” a day on which banks in Hong Kong are generally open for normal banking business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong

[REDACTED]

“China”, “PRC” or “State” People’s Republic of China, but for the purpose of this document and for geographical reference only and except where the context requires otherwise, references in this document to “China” and the “PRC” do not apply to Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

“close associate(s)” has the meaning ascribed thereto under the Listing Rules

“Company” or “our Company” Hangzhou Xpower Technology Co., Ltd. (杭州小電科技股份有限公 司), a joint stock company incorporated under the laws of the PRC with limited liability on June 24, 2020, or where the context requires (as the case may be), its predecessor, Hangzhou Yidianyuan Internet Technology Co., Ltd. (杭州伊電園網絡科技有限公司), a company established in the PRC with limited liability on December 6, 2016

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“Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance” Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

“connected person” has the meaning ascribed thereto under the Listing Rules

“connected transaction” has the meaning ascribed thereto under the Listing Rules

“COVID-19” disease caused by a new strain of coronavirus where ‘CO’ stands for corona, ‘VI’ for virus, and ‘D’ for disease

“CSDC” China Securities Depository and Clearing Corporation Limited

“CSDC (Hong Kong)” China Securities Depository and Clearing (Hong Kong) Company Limited

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

“Director(s)” or “our Director(s)” the directors of our Company, including all executive, non-executive and independent non-executive directors

“Domestic Shares” ordinary shares in our capital, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi

“EIT Law” the PRC Enterprise Income Tax Law (中華人民共和國企業所得稅 法), as enacted by the NPC on March 16, 2007 and effective on January 1, 2008, as amended, supplemented or otherwise modified from time to time

“Extreme Condition(s)” extreme condition(s) including but not limited to serious disruption of public transport services, extensive flooding, major landslides and large-scale power outage caused by a super typhoon according to the revised “Code of Practice in Times of Typhoons and Rainstorms” issued by the Labour Department of the government of Hong Kong in June 2019, as announced by the government of Hong Kong

“Frost & Sullivan” or “F&S” Frost & Sullivan (Beijing) Inc., Branch Co., a global market research and consulting company, which is an Independent Third Party

“Frost & Sullivan Report” an independent market research report commissioned by us and prepared by Frost & Sullivan for the purpose of this document

[REDACTED]

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“Group” or “our Group” our Company and all of our subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, the businesses operated by such subsidiaries or their predecessors (as the case may be)

“H Share(s)” foreign shares in the ordinary share capital of our Company with nominal value of RMB1.00 each, for which an application has been made for [REDACTED] and permission to deal in on the Stock Exchange, and which are to be subscribed for and traded in Hong Kong dollars

[REDACTED]

“Hangzhou Mange” Hangzhou Mange Network Technology Co., Ltd.* (杭州滿格網絡科 技有限公司), a company established in the PRC with limited liability on April 3, 2020 and a wholly-owned subsidiary of our Company

“Hangzhou Youdian” Hangzhou Youdian Technology Co., Ltd.* (杭州友電科技有限公司), a company established in the PRC with limited liability on February 5, 2018 and a wholly-owned subsidiary of our Company

“HK$” or “Hong Kong Dollars” Hong Kong dollars, the lawful currency of Hong Kong

[REDACTED]

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

[REDACTED]

“Hong Kong Stock Exchange” or “Stock The Stock Exchange of Hong Kong Limited, a wholly owned Exchange” subsidiary of Hong Kong Exchange and Clearing Limited

“Hong Kong Takeovers Code” or the Codes on Takeovers and Mergers and Share Buy-backs issued “Takeover Code” by the SFC, as amended, supplemented or otherwise modified from time to time

[REDACTED]

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“Independent Third Party(ies)” party or parties that, to the best of our Directors’ knowledge, information and believe, having made all reasonable enquiries, is or are not a connected person or connected persons of the Company within the meaning of the Listing Rules

[REDACTED]

“Joint Sponsors” China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited

“Latest Practicable Date” April 20, 2021, being the latest practicable date for the purpose of ascertaining certain information contained in this document prior to its publication

[REDACTED]

“Listing Committee” the listing committee of the Hong Kong Stock Exchange

[REDACTED]

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time

“Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel

—14— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

with the Growth Enterprise Market of the Stock Exchange. For the avoidance of doubt, the Main Board excludes the Growth Enterprise Market of the Stock Exchange

“MOFCOM” or “Ministry of the Ministry of Commerce of the PRC (中華人民共和國商務部) Commerce”

“NDRC” the National Development and Reform Commission of the PRC (中 華人民共和國國家發展和改革委員會)

“Non-PRC Resident Enterprise” as defined under the EIT Law, means companies established pursuant to a non-PRC law with their de facto management conducted outside the PRC, but which have established organizations or premises in the PRC, or which have generated income within the PRC without having established organizations or premises in the PRC

[REDACTED]

“PBOC” the People’s Bank of China (中國人民銀行), the central bank of the PRC

“PRC Legal Advisers” JunHe LLP

“Pre-[REDACTED] Investment(s)” the pre-[REDACTED] investment(s) in our Company, details of which are set out in the section headed “History and Corporate Structure — Pre-[REDACTED] Investments”

“Pre-[REDACTED] Investor(s)” the investor(s) of the Pre-[REDACTED] Investments

“Pre-[REDACTED] Share Option Plan” the pre-[REDACTED] share option plan adopted by our Company on April 17, 2020, as amended from time to time, the principal terms of which are set out in “Appendix VI — Statutory and General Information — D. Share Incentive Plan”

—15— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“QIB” qualified institutional buyer within the meaning of Rule 144A

“Regulation S” Regulation S under the U.S. Securities Act

“Renminbi” or “RMB” the lawful currency of the PRC

“Remuneration Committee” the remuneration committee of the Board

“Rule 144A” Rule 144A under the U.S. Securities Act

“SAFE” the State Administration of Foreign Exchange of the PRC (中華人民 共和國國家外匯管理局)

“SAIC” the State Administration of Industry and Commerce of the PRC (中 華人民共和國國家工商行政管理總局), which has merged into the SAMR

“SAMR” the State Administration for Market Regulatory of the PRC (中華人 民共和國國家市場監督總局)

“SAT” the State Administration of Taxation of the PRC (中華人民共和國國 家稅務總局)

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

“Share(s)” ordinary shares in the share capital of our Company of RMB1.00 each

“Shareholder(s)” holder(s) of our Share(s)

“Special Regulations” Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關 於股份有限公司境外募集股份及上市的特別規定), as amended, supplemented or otherwise modified from time to time

“SSE” Shanghai Stock Exchange

“Supervisor(s)” the supervisor(s) of our Company

[REDACTED]

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[REDACTED]

“State Council” the State Council of the PRC (中華人民共和國國務院)

“subsidiary(ies)” has the meaning ascribed to it in section 15 of the Companies Ordinance

“Substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules

“SZSE” Shenzhen Stock Exchange

“Track Record Period” the years ended December 31, 2018, 2019 and 2020

[REDACTED]

“U.S.” or “United States” the United States of America, its territories, its possessions and all areas subject to its jurisdiction

“U.S. dollars” or “US$” United States dollars, the lawful currency of the United States

“U.S. persons” U.S. persons as defined in Regulation S

“U.S. Securities Act” United States Securities Act of 1933, as amended, supplemented or otherwise modified from time to time

“VAT” value-added tax; all amounts are exclusive of VAT in this document except where indicated otherwise

“we”, “us” or “our” the Company or the Group, as the context requires

[REDACTED]

“Xiamen Xpower” Xiamen Xpower Technology Co., Ltd.* (廈門小電科技有限公司), a company established in the PRC with limited liability on June 10, 2020 and a wholly-owned subsidiary of our Company

“Xpower Investment” Hangzhou Xpower Investment Management Partnership (Limited Partnership) (杭州小電投資管理合夥企業（有限合夥）) a limited partnership established in the PRC with limited liability on December 30, 2016

“Udian Technology” Hangzhou Udian Technology Co., Ltd.* (杭州有電科技有限公司), a company established in the PRC with limited liability on September 29, 2017 and a wholly-owned subsidiary of our Company

*for identification purpose only

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For ease of reference, the names of Chinese laws and regulations, governmental authorities, institutions, natural persons or other entities (including certain of our subsidiaries) have been included in the document in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail. English translations of company names and other terms from the Chinese language are provided for identification purposes only.

For the purpose of this document, references to “provinces” of China include provinces, municipalities under direct administration of the central government and provincial-level autonomous regions.

—18— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. GLOSSARY

This glossary contains definitions of certain technical terms used in this document in connection with our Company. Such terms and their meanings may not correspond to standard industry definitions or usage.

“available-for-use power banks” the number of power banks in circulation on a certain date

“average daily order volume” is calculated by dividing (i) the sum of the number of orders in any given period, by (ii) the number of days in such period

“average POIs” the number of POIs in a given period calculated by dividing the sum of the numbers of POIs on the first and last days of that period by two

“IP partners” registered owners or authorized agents of the intellectual property rights that we cooperate with

“location partners” our business partners who place our power banks at their business premises

“network partners” service providers and agents that we engage to assist us in expanding our service network who in turn receive commissions from us

“POIs” point(s) of interest, unique locations where the location partners place our power banks

“registered users” a unique user ID is generated when a user registers with us via our mobile app and mini programs on cooperative third party platforms, such as WeChat and AliPay, and we calculate the number of unique user IDs as of a certain date, regardless of whether users are registered on multiple platforms

“service network” the coverage of power bank sharing service network measured by the number of POIs

“tier-one cities” tier-one cities in China refer to Beijing, Shanghai, Guangzhou and Shenzhen

“tier-two cities” tier-two cities in China refer generally to the regional capital cities and other relatively well-developed cities, including Chengdu, Hangzhou, Chongqing, Wuhan, Xi’an, Suzhou, Tianjin, Nanjing, Changsha, Zhengzhou, Dongguan, Qingdao, Shenyang, , Kunming, Wuxi, Foshan, Hefei, Dalian, Fuzhou, Xiamen, Harbin, Jinan, , Nanning, Changchun, Quanzhou, Shijiazhuang, Guiyang, Nanchang, , Changzhou, Nantong, , Taiyuan, Xuzhou, Huizhou, Zhuhai, Zhongshan, Taizhou, Yantai, Lanzhou, , Haikou, and

“tier-three and below cities” cities in China other than tier-one and tier-two cities

—19— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. FORWARD-LOOKING STATEMENTS

We have included in this document forward-looking statements. Statements that are not historical facts, including statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements.

This document contains certain forward-looking statements and information relating to us and our subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this document, the words “aim”, “anticipate”, “believe”, “could”, “expect”, “going forward”, “intend”, “may”, “might”, “ought to”, “plan”, “potential”, “predict”, “project”, “seek”, “should”, “will”, “would” and the negative of these words and other similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this document. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing our company which could affect the accuracy of forward-looking statements include, but are not limited to, the following: Š our operations and business prospects; Š our financial conditions and operating results and performance; Š industry trends and competition; Š our strategies, plans, objectives and goals and our ability to successfully implement these strategies, plans, objectives and goals; Š our ability to attract customers and build our brand image; Š general political and economic conditions; Š changes to regulatory and operating conditions in the industry and markets in which we operate; Š our dividend policy; and Š the amount and nature of, and potential for, future development of our business.

Subject to the requirements of applicable laws, rules and regulations, we do not have any and undertake no obligation to update or otherwise revise the forward-looking statements in this document, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this document might not occur in the way we expect or at all. Accordingly, you should not place undue reliance on any forward-looking information. Moreover, the inclusion of forward-looking statements should not be regarded as representations by us that our plans and objectives will be achieved or realized. All forward-looking statements in this document are qualified by reference to the cautionary statements in this section.

In this document, statements of or references to our intentions or those of our Directors are made as of the date of this document. Any such information may change in light of future developments.

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An investment in our H Shares involves various risks. You should consider carefully all the information set out in this document and, in particular, the risks described below before making an investment in our H Shares.

The occurrence of any of the following events could materially and adversely affect our business, financial position, results of operations or prospects. If any of these events occurs, the trading price of our H Shares could decline and you may lose all or part of your investment. You should seek professional advice from your relevant advisors regarding your prospective investment in the context of your particular circumstances.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

Our limited operating history and evolving business makes it difficult to evaluate our business and future prospects and the risks and challenges we may encounter. If we fail to address the risks and challenges that we face, our business, financial condition and results of operations could be adversely affected. We commenced our operations in December 2016 and have a limited operating history, during which we grew rapidly to reach a wide network of users and location partners in China. Our limited operating history and evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include our ability to: Š anticipate and respond to macroeconomic changes and changes in the markets in which we operate, including changes in user preferences and competitive landscape; Š maintain and enhance a well-recognized and respected brand; Š expand our network and user base in a cost-effective manner; Š successfully develop new features and services to enhance the experience of users; Š consistently attract location partners and network partners to cooperate with us; Š plan for and manage capital expenditures for our current and future service offerings; Š advance our technological capabilities to empower our operation; Š improve operating efficiency and economies of scale; Š accurately forecast our revenues and budget for our expenses; Š attract, retain and motivate our employees; Š implement our expansion plan and execute our new business initiatives; and Š navigate an evolving regulatory environment.

If we fail to address the risks and challenges that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a relatively new market, any predictions about our future revenues and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

Power bank sharing industry in China is relatively new and has been evolving rapidly. If such market does not continue to grow or consumer demand decreases, our business, financial condition and results of operations may be materially and adversely affected. China’s power bank sharing industry has grown rapidly in recent years, and it is uncertain to what extent the market acceptance and demand will continue to grow. If such power bank sharing market does not continue

—21— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS to grow or if demand for our services declines, our business, financial condition and results of operations could be adversely affected.

In addition, development in consumer battery technologies may decrease consumers’ need for power bank sharing services or impose price pressure on our power banks and services. The breakthroughs and advancements of battery technologies, including improvement of battery capacity, battery life, power conservation, energy efficiency or charging speed for the batteries used in consumer electronic devices, may extend the time consumers can use their mobile devices without charging or reduce the time consumers need to charge their devices at locations with power sockets or charging ports. As a result, consumers may not need our power bank sharing services at the same frequency or may not be willing to pay for our power banks and services at the same price, and we cannot assure you that we will be able to maintain our network, user base, revenue growth and financial margins in such a case. If we are unable to adapt in a cost-effective and timely manner to these technological improvements, our business, prospects, financial condition and results of operations may be materially and adversely affected.

China’s power bank sharing industry is highly competitive. We face intense competition and could lose market share to our competitors, which could materially and adversely affect our business, results of operations and financial condition. The power bank sharing industry, despite being relatively new, faces intensely competition and characterized by rapid changes in technology, shifting user preferences, and frequent introductions of new services and offerings. We expect competition to continue, both from current competitors and new entrants in the market that may be well established and enjoy greater resources or other strategic advantages. Intensified competition may result in pricing pressures and reduce our financial margins, may cause us to lose market share and impede our ability to continue to expand our POI coverage, any of which could significantly harm our results of operations. In addition, higher incentives and better business terms offered by competitors may push us to increase the level of incentive fees to our location partners and network partners, which could harm our future profitability.

Some of our competitors may have leading positions in other industries, and may have greater financial, technical, marketing, research and development, manufacturing, distribution and other resources, greater brand recognition, longer operating history, or larger user base than we do. They may be able to devote greater resources to the development and promotion and offer lower prices than we do, which could adversely affect our results of operations. These factors may allow our competitors to derive greater revenues and profits from their existing user bases, enlarge their user base at lower costs, or respond more quickly to new and emerging technologies and trends. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources. We cannot assure you that we will be able to compete successfully against our current or future competitors. Any failure to compete effectively in the power bank sharing service industry in China would have a material adverse effect on our business, financial condition and results of operations.

If we fail to attract and retain new users for our services, or loss existing users, our business, financial condition and results of operation may be materially and adversely impacted. Our success depends on our ability to enlarge our user pool, retain existing users and increase number of transactions. To attract and retain users, we may continue to offer high-quality services and appeal to new users who have historically used other forms of services. We believe that our marketing initiatives have effectively promoted awareness of our services, which in turn drives the growth of our user pool. However, our reputation, brand and ability to build trust with existing and new users may be materially and adversely affected by our services quality, complaints we receive and negative publicity about us or our competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new users do not perceive our services to be reliable, safe and affordable, or if we fail to upgrade our power banks, we may not be able to attract or retain users or to increase number of transactions, which will result in material and adverse impact on our business, financial condition and results of operations.

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Furthermore, as power banks, portable chargers and similar products become more and more affordable and easy to carry around, consumers may intend to directly purchase such mobile device charging products rather than rent power banks regularly. Although consumers can also conveniently purchase power banks from us, there is no guarantee that they will prefer our power banks, which may have been used, over new power banks from direct retailers of power banks. In addition, we may need to decrease our pricing levels to maintain and grow our user base if purchasing mobile device charging products becomes even less costly in the future. As a result, the increasing affordability and portability of consumer mobile device charging products may materially and adversely affect our ability to retain and attract users and to raise our pricing levels, and consequently our financial condition, results of operations and business prospects.

We have experienced rapid and significant growth during the Track Record Period. We may not be able to maintain our revenue and profitability growth. We have experienced rapid and significant growth during the Track Record Period. Our revenues increased from RMB423.4 million in 2018 to RMB1,636.1 million in 2019 and further to RMB1,911.3 million in 2020, representing a CAGR of 112.5% from 2018 to 2020. However, our historical performance may not be indicative of our future growth or financial results and we may not be able to grow at the same rate as we did in the past, or avoid any decline in the future. Our growth may slow down or our revenues may decline for a number of possible reasons, some of which are beyond our control, including decreasing consumer spending, intensified competition, declining growth or contraction of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions, and natural disasters or virus outbreaks. We will continue to expand our service network and may explore new operating models to bring greater convenience and better experience to consumers and increase our user base and number of transactions. Implementation of our expansion plan and execution of our new business initiatives are subject to regulatory and other uncertainties, and we may not be able to grow at the rate we expect for the reasons stated above.

We rely on our relationship with location partners. If there is any interruption or termination of such cooperation, our business may be materially and adversely affected. We collaborate with location partners to install cabinets and provide users power bank sharing services. Maintaining the relationship with existing location partners and attracting new ones to place our power banks are critical to our business and results of operations. However, we may not be able to maintain our relationship with location partners due to a number of factors, some of which are beyond our control. For example, if our power banks and services fail to attract consumers, our location partners may experience declines in commissions received and choose not to renew their contracts with us. In addition, we may also be unable to continually offer attractive terms or economic benefits to our location partners. As a result, our location partners may not be effectively motivated to place more of our cabinets or continue the cooperative relationship with us. In addition, we may not be able to attract a sufficient number of new location partners, which will negatively affect our future business growth. The occurrence of any of the above could have a material and adverse effect on our expansion plans, business prospects, results of operations and financial condition.

We may not be able to successfully expand our business or execute our growth strategies, such as capturing expansion opportunities in existing and new markets, expanding into new geographical areas, or exploring new consumption scenarios. Any failure of such efforts may adversely impact our business, financial condition and results of operations. Our business has experienced significant growth since our inception and we plan to further grow our business by proactively exploring new consumption scenarios for our power banks, actively capturing expansion opportunities in existing and new markets, expanding our POI network, expanding into currently untapped markets, improving operational excellence, enhancing our technology capabilities, strengthening our brand and pursuing strategic alliances and investment opportunities and exploring new business initiatives. We face risks in executing these strategies, and we cannot assure you that we will be able to execute our growth strategies successfully and realize our expected growth. For example, as we continue to expand our POI coverage in existing and new markets, we will face the challenges inherent in working with a large number of new location

—23— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS partners and network partners efficiently and establishing and maintaining mutually beneficial relationships with our existing location partners and network partners. All these efforts will require significant managerial, financial and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement all these strategies successfully or that our new business initiatives will be successful. If we are not able to manage our growth or execute our strategies effectively, our expansion may not be successful and our business prospects may be materially and adversely affected.

Our success depends, in part, on our ability to identify and develop new consumption scenarios for our power banks and optimize existing ones. Currently our power banks are provided in various consumption scenarios, including shopping malls, restaurants, and transportation hubs. We intend to place different types of cabinets in scenarios based on characteristics of cities, users and location partners, and to explore new consumption scenarios to bring more convenience to users. If we fail to explore new consumption scenarios and optimize existing ones, we may not be able to retain and attract users, which may adversely impact our business and results of operations.

In addition, we have been and will continue expanding our POI coverage in new markets across China. However, we cannot assure you that our geographic expansion would be successful. Expansion into new geographical areas involves new risks and challenges. Our lack of familiarity with, and relevant user insights relating to, these geographical areas may make it more difficult for us to keep pace with the evolving user requirements and preferences. In addition, there may be one or more existing market leaders in any geographical area that we decide to get into. Such market participants may be able to compete more effectively than us by leveraging their experience in doing business in that market as well as their deeper data insight and greater brand recognition among users in that market. If our expansion into new geographical areas is not successful, we could not recoup the costs in area expansion, which may materially and adversely affect our business and prospects.

Lastly, we plan to explore new business line by leveraging our currently established user pool, business development team and service network. Due to the difference between the new business line and power bank sharing industry, we may not benefit much from our established brand and operating experience in pursuing this new business initiative, and our new business initiative may not yield the results or benefits that we expect, rendering our investment into the new business initiative a potential suboptimal use of resources.

We engage manufacturers to manufacture cabinets and power banks for us. Any changes, disruptions or their failure to perform their obligations in a timely or competent manner may adversely affect our operation. We use third-party manufacturers to manufacture all of our cabinets and power banks, and have historically relied on a small number of manufacturers for the majority of our products. As a result, the loss or unavailability of one or our major manufacturers or factories, even temporarily, could have a negative impact on our business, financial condition and results of operations. While we believe that we have the ability to replace our manufacturers if necessary, any such move may be time-consuming and costly.

We may also be required to seek out additional manufacturers in response to increased demand for our products, as our current manufacturers may not have the capacity to increase production. If we fail to receive a material portion of the products made by our manufacturers, or if we fail to shift manufacturers, our sales and profitability could be significantly reduced.

We outsource the production of our products to our suppliers, with our exercising quality control throughout the production process. We have implemented a quality control system in relation to raw materials, production process and finished products, and require our suppliers to be responsible for the manufacturing process to satisfy our selection criteria. See “Business — Our Suppliers” and “Business — Quality Control” for further details. Nevertheless, we may not have effective control over whether our suppliers would strictly follow our specifications and instructions as to, for example, raw materials to be used in the production of our products. There is always a risk that one or more of our third-party manufacturers will not comply with our requirements, and that we may not be able to discover such non-compliance immediately or at all. As such, the use of third- party manufacturers may expose us to product liability claims, administration penalties, confiscation or destruction of certain products and their revenue, the revocation of business license, or the imposition of other

—24— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS administrative or the criminal liabilities. If defective products are manufactured and sold, it would result in damage to our reputation, product recall, litigation and others that could materially and adversely affect our business.

We have incurred losses during the Track Record Period, which may continue in the future. We incurred net loss of RMB104.1 million in 2020, primarily attributable to the outbreak of COVID-19 pandemic. Please see “— The COVID-19 pandemic has materially adversely affected, and may continue to adversely affect, our business, financial condition and results of operations.” Our future profitability will depend on a variety of factors, some of which may be out of our control, including among others, the expansion and performances of our POIs, competitive landscape, customer preference, supply chain capabilities and macroeconomic and regulatory environment. Therefore, our revenues may not grow at the rate we expect and it may not increase sufficiently to offset the increase in our expenses. We may continue to incur losses in the future and we cannot assure you that we will eventually achieve our intended profitability.

We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by our products. A product recall or an issue related to product liability, product defect or personal injury may damage our reputation and brand image. Additionally, new laws and regulations may impose additional requirements and other obligations on our business, which may materially and adversely affect our business, financial condition and results of operations. We are engaged in a business that exposes us to claims for product liability and warranty claims in the event our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in property damage or personal injury. Some of our products may be defectively designed or manufactured, and consumers may misuse our products in a way that poses danger to themselves. We may fail to detect, prevent, or fix such product defects or adequately educate consumers on the proper use of our products. We have in the past received claims relating to our product quality, and we currently do not have any material pending claims as of the Latest Practicable Date. Contractual disputes over warranties of our products can also arise in the ordinary course of our business. As a result, sales of defective products could expose us to warranty claims and product liability claims relating to personal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as a product seller or service provider. There can be no assurance that we will not experience material product liability losses in the future, or that we will be able to defend such claims at a contained level of cost. Though we currently maintain product liability insurance covering claims against us that arise out of defaults of our devices, we cannot assure you that we would be able to obtain insurance coverage with sufficient coverage at an acceptable cost in the future. A successful claim brought against us in excess of our available insurance coverage may have a material adverse effect on our business. Even unsuccessful claims and allegation of or negative publicity on safety of our products could result in the use of funds and managerial efforts in defending or refuting them and could negatively impact our reputation. In addition, though all agreements signed between with manufacturers and us contain compensation clauses for our losses caused by defective production or delivery, there can be no assurance that we can successfully enforce such clauses and get full compensation when such losses actually happen. We encountered certain product replacements and product returns historically and may further encounter in the future operations. The cost of product replacements or product returns may be substantial, and we could incur substantial costs in implementing modifications to fix the defects. Any material product liability claim or litigation could materially and adversely affect our business, financial condition and results of operations.

If we fail to adopt new technologies to upgrade our power banks to meet evolving user requirements or emerging industry standards, our business and results of operations may be materially and adversely affected. To remain competitive, we need to continue to stay abreast of evolving industry trends and to adopt new technology to upgrade our power banks. Our success will depend, in part, on our ability to identify, develop, acquire or license leading technologies useful in our business, and our ability to continually upgrade our power banks and introduce new power bank technologies with enhanced efficiency and functionalities in a timely and cost-effective manner. For example, it has been reported that Apple will start phasing out charging ports on the next generation of iPhones, with certain models completely eliminating charging ports and having wireless

—25— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS charging as the only option. If other smartphone manufacturers follow suit or otherwise change the charging ports on their phones, and our existing power banks fail to be compatible with wireless charging or the new charging ports adopted by smartphone manufacturers on a timely basis, we are likely to experience a sharp decline in our user base and revenues, and our results of operations and financial condition will also suffer tremendously. We may also incur substantial capital expenditure on remodeling or upgrading our existing power banks to be compatible with any change in charging technologies or emerging industry standards, and we cannot guarantee that the remodeled or upgraded power banks will consistently function properly or be perfectly compatible with the new charging technologies or emerging industry standards. Such substantial capital expenditure to be incurred in catching up with new technology trends or complying with emerging industry standards may materially and adversely affect our business and financial performance.

Our capability to launch upgraded products and services in turn depend on a number of factors, including timely and successful research and development to bring advanced technologies to the market, as well as quality control of product manufacturing and service provision. The research and development of new or enhanced products and services can be complex and costly, and we could experience delays in completing the development and introduction of new and enhanced services and products in the future. We cannot assure you that we will be able to successfully develop or effectively adopt new technologies, recoup the costs of developing new technologies or adapt our mini programs, proprietary technologies and systems to meet consumer requirements or emerging industry standards.

Our power banks may experience quality problems from time to time, which could lead to decreased use of our services and reduced user confidence in us, which may adversely affect our business and materially harm our reputation. Offering high-quality products is crucial to the success of our business. To ensure that we can continually offer high quality products to consumers, we have a quality assurance team that establishes, communicates and monitors quality standards by product category. We also required our power bank suppliers to comply with our quality assurance requirements, and we have quality assurance personnel stationed at the facilities of our manufacturers to perform sampling inspections to ensure that these manufacturers adhere to our quality standards in the production process. Despite the fact that we have implemented a series of quality control measures, we cannot assure you that our products will not have any quality issues in the future and we may not be able to detect and fix all defects and quality issues in the power banks and services we offer. Any product quality issue may result in claims, lawsuits, fines, penalties and negative publicities, additional safety and testing requirements and loss of consumer confidence in our power banks and services, which in turn would have material and adverse effects on our business, reputation, operating results and financial conditions. Please see “— Risks Relating to Our Business and Industry — We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business and results of operations.”

If our network partners do not satisfactorily fulfill their responsibilities and commitments, our brand image and results of operations could be materially harmed. We engage network partners to broaden our service outreach and penetrate into untapped markets on our behalf. We believe our users as well as location partners expect the same quality of products and services regardless of whether the power banks they use are directly placed by us or our network partners. To ensure that our network partners operate according to our business standards, we provide them with training program and data tools. However, we have limited control over these network partners and their business decisions, and we cannot assure you that we will be successful in monitoring power bank and cabinet operation by network partners and detecting and fixing any and all inconsistencies with our brand image or values or noncompliance with the provisions of our agreements by them. In addition, we may not be able to detect or prevent all misconduct committed by our network partners. Any deviation by our network partners from our operational and service quality standards could, among other things, diminish the overall experience delivered to users, negatively affect our brand name and reputation or demands for our power banks and services.

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Increasing availability of power sockets, charging ports, wireless chargers and other types of public or complimentary charging devices or services at popular POIs, may decrease the need for mobile device charging services, which would adversely affect our results of operations and business prospects. Many of the popular types of POIs where we operate, such as railway stations, airports, coffee shops, restaurants and shopping malls, increasingly offer public or complimentary mobile device charging products or services, such as power sockets, charging ports and wireless chargers. Since consumers tend to stay at these types of POIs for a while, they are also likely to make use of these public or complimentary mobile device charging products or services and avoid or lessen the need to rent power banks. It is uncertain whether such free mobile device charging products or services may become even more available in the future, and we cannot assure you that any increased availability of such devices or services will not negatively impact consumer demand for our products and services. If we cannot adjust our product and service offering and business strategies to maintain steady consumer demand in the face of increasing availability of free alternative to our products and services, our results of operations and business prospects may be adversely affected.

Our business and operation require a significant amount of capital. If we cannot obtain sufficient capital on acceptable terms to fund our operations, our business, financial condition, results of operation and prospects may be materially and adversely affected. We believe we have sufficient working capital to cover our costs and expenses for normal operation for at least the next 12 months from the date of this document. We may, however, need additional cash resources in the future if we experience changes in business conditions or have other development plans. We may also need additional capital resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine in the future that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue equity or equity linked securities or obtain debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that we will be able to raise sufficient capital on terms acceptable to us, or at all, if and when required, especially if we experience disappointing results of operations.

We are exposed to concentration risk of heavy reliance on major suppliers for the supply of our cabinets and power banks, and any shortage of, or delay in, the supply may negatively impact our business and results of operation. Our cabinets and power banks from our five largest suppliers amounted for RMB189.8 million, RMB604.8 million and RMB476.2 million in 2018, 2019 and 2020, respectively, representing 55.0%, 42.1% and 29.7% of our total purchase for the respective years. In turn, our business, financial performance and operating results depend on, among other things, the continuous supply of cabinets and power banks from our five largest suppliers and our continuous cooperation relationship with them. We cannot assure you that these suppliers will renew the agreements with us after the expiry of the current agreements. In the event that they do not renew the agreements, we will have to source cabinets and power banks from other suppliers and we may not be able to secure supply of cabinets and power banks with quantity and quality to support our business at a reasonable price, or at all. Currently we have alternative manufacturers for our cabinets and power banks, and we aim to keep looking for alternative ones where necessary to ensure constant supplies of our products, we cannot assure you that such efforts will always be successful. In addition, we cannot assure you that these suppliers could continue to supply for us in the quantities and timeframes required by us to meet the needs of our users or comply with their agreements with us. The supply of cabinets and power banks may also be disrupted by potential labor dispute, strike action or natural disasters or other accidents affecting these suppliers. Any shortage of, or delay in, the supply may significantly impact our business and results of operation.

We may increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and malicious allegations, all of which could severely damage our reputation and materially and adversely affect our business and prospects. We process a large number of transactions on a daily basis, and the high volume of transactions as well as publicity about our business create the possibility of heightened attention from the public, regulators and the

—27— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS media. Incidents of our or our competitors’ may also give rise to heightened public or regulatory scrutiny or negative publicity. Heightened regulatory and public concerns over consumer protection and consumer safety issues may subject us to additional legal and social responsibilities and increased scrutiny and negative publicity over these issues, due to the large number of transactions we process daily and the increasing scope of our overall business operations. In addition, changes in our services or policies have resulted and could result in objections by members of the public, the traditional, new and social media, social network operators, our business partners or others. From time to time, these objections or allegations, regardless of their veracity, may result in consumer dissatisfaction, public protests or negative publicity, which could result in government inquiry or substantial harm to our brand, reputation and operations.

Moreover, as our business expands and grows, we may be exposed to heightened public scrutiny in markets where we already operate as well as in new markets where we may operate. There is no assurance that we would not become a target for regulatory or public scrutiny in the future or that scrutiny and public exposure would not severely damage our reputation as well as our business and prospects.

Furthermore, our brand name and our business may be harmed by aggressive marketing and communication strategies by others. We may be subject to government or regulatory investigation or third-party claims as a result and we may be required to spend significant time and incur substantial costs to react to and address these consequences. We cannot assure you that we will be able to effectively refute each of the allegations within a reasonable period of time, or at all. Additionally, public allegations, directly or indirectly, against us, our business partners or the power bank sharing industry as a whole, may be posted on blogs, websites and online social media platforms by anyone on an anonymous basis. The availability of information on social media platforms is virtually immediate, as is its impact. Social media platforms may not necessarily filter or check the accuracy of information before publishing them and we are often afforded little or no time to respond. As a result, our reputation may be materially and adversely affected, and our ability to attract and retain users and maintain our market share and profitability may suffer.

We may from time to time receive user complaint. If we cannot resolve such complaints in a timely and satisfactory manner, our reputation, brand name and business operation may be adversely impacted. We believe that our reputation has built up our users’ confidence, and our ability to maintain and continue to promote our brand is critical to attract and retain users. We are committed to delivering the best-in-class user experience and customer service to our users, however, we may from time to time receive user complaint. Any negative complaints or claims against us, even if meritless or unsuccessful, could force us to divert management and other resources from other business concerns. If we fail to deal with these complaints properly, it may lead to negative publicity and may materially damage our reputation and goodwill, which may in turn materially and adversely affect our business and results of operations.

Our business generates and processes a large amount of data, and the improper use or disclosure of such data could subject us to significant reputational, financial, legal and operational consequences, and deter current and potential users from using our services. Our business generates and processes a large quantity of personal, transactional, demographic and behavioral data. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges relating to data from transactions on our platform, including: Š protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees; Š addressing concerns related to privacy and sharing, safety, security and other factors; and Š complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data.

We have adopted security policies and measures, including encryption technology, to protect our proprietary data and user information. However, our information systems may be targets of attacks, such as

—28— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS viruses, malware or phishing attempts by cyber criminals or other wrongdoers seeking to steal our user data for financial gain or to harm our business operations or reputation. The loss, misuse or compromise of such information may result in costly investigations, remediation efforts and notification to affected users. If such content is accessed by unauthorized third parties or deleted inadvertently by us or third parties, our brand and reputation could be adversely affected. Cyber-attacks could also adversely affect our operating results, consume internal resources, and result in litigation or potential liability for us and otherwise harm our business. In addition, any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal and administrative obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, could cause our users to lose trust in us and could expose us to legal claims.

A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.

The COVID-19 pandemic has materially adversely affected, and may continue to adversely affect, our business, financial condition and results of operations. The COVID-19 pandemic has created unique global and industry-wide challenges, including challenges to many aspects of our business. All of our revenues and workforce are concentrated in China, and our location partners, bank power suppliers, and network partners are also predominantly based in China. In the first half of 2020, the COVID-19 pandemic resulted in quarantines, travel restrictions, and the temporary closure of business venues and facilities in China, with some of these restrictive measures still sporadically in effect from time to time. Consequently, consumers have reduced the frequency and duration of outdoor activities, reducing offline user traffic and consumer demand for our power bank sharing services. During the heights of the COVID-19 pandemic, many of our location partners shut down their operations temporarily or permanently, negatively impacting our POI coverage and financial performance. Our POI expansion was also negatively affected during this period. In the first half of 2020, many of our business development personnel could not travel to meet with potential location partners, and many existing and potential location partners were not receptive to renewing or entering into cooperative agreements with us. As a result, our revenues decreased significantly in the first half of 2020, and we incurred net loss in 2020. Lastly, our internal operations were impacted by the COVID-19 pandemic. Most of our employees were also unable to work in our offices in the first quarter of 2020, which negatively impacted our workforce productivity and operational efficiency.

The ability of our power bank manufacturers to timely deliver products was also adversely affected, by the COVID-19 pandemic for similar reasons. The COVID-19 pandemic has impacted the manufacturing and sourcing of products in China, as it has resulted in potential factory closures, inability to obtain raw materials and components, supply chain disruptions and disruption of transportation of goods produced in China. Even though our business operations have mostly recovered, our operational efficiency may still be adversely affected by the COVID-19 pandemic due to ad hoc travel restrictions in China as well as the necessity to combat the pandemic.

Many of the restrictive measures within China have since been relaxed, however, our results of operations may still be adversely affected to the extent that COVID-19 continues to affect the Chinese economy in general. In addition, the longer-term trajectory of COVID-19, both in terms of scope and intensity of the pandemic, in China, together with its impact on the industry and the broader economy are still difficult to assess or predict and face significant uncertainties that will be difficult to quantify. Relaxation of restrictions on economic and social activities may also lead to new cases which may lead to re-imposed restrictions. If there is not a material recovery in the COVID-19 situation, or the situation further deteriorates in China, our business, results of operations and financial condition could be materially and adversely affected.

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If we are unable to attract or retain experienced and qualified personnel, including key management personnel, our business, financial condition and results of operations could be adversely affected. Our ability to continue to conduct and expand our operations depends on our ability to attract and retain experienced and qualified personnel including key management personnel. Our success depends upon the continued services of our management. In particular, we rely on the expertise and experience of key management personnel. If one or more of our senior management were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, and our business, financial condition and results of operations may be materially and adversely affected. If any of our key management personnel joins a competitor or forms a competing business, we may lose users, suppliers, know-how and key professionals and staff members. Our senior management has entered into employment agreements and confidentiality and non-competition agreements with us. However, if any dispute arises between our officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements or we may be unable to enforce them in a timely manner, or at all.

In addition, our ability to meet our labor needs, including our ability to find qualified personnel to fill positions that become vacant is generally subject to numerous external factors, including the availability of qualified persons in the market that we operate, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and adoption of new or revised employment and labor laws and regulations. If we are unable to locate, attract or retain experienced and qualified personnel, or manage leadership transition successfully, the quality of service we provide to consumers may decrease and our business, financial condition and results of operations may be adversely affected. Furthermore, if our costs of labor or related costs increase for other reasons or if new or revised labor laws, rules or regulations are adopted or implemented that further increase our labor costs, our financial performance could be materially and adversely affected.

Misconduct by our employees during, before and after their employment with us could expose us to potentially significant legal liabilities, reputational harm and/or other damages to our business. Many of our employees play critical roles in ensuring the safety and reliability of our products and services and/or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information and/or proprietary technologies and know-how. While we have adopted codes of conduct for all of our employees and implemented detailed policies and procedures relating to intellectual property, proprietary information and trade secrets, we cannot assure you that our employees will always abide by these codes, policies and procedures nor that the precautions we take to detect and prevent employee misconduct will always be effective. If any of our employees engage in any misconduct, illegal or suspicious activities, including but not limited to, fraud, bribery, misappropriation or leakage of sensitive user information or proprietary information, or theft and embezzlement of power banks or other assets, we and such employees could be subject to legal claims and liabilities and our reputation and business could be adversely affected as a result.

Our pricing policies may negatively affect our results of operations. Our results of operations are affected by the pricing of our services and products. Our revenues are affected by the pricing levels of our power bank sharing services and the sale price of our power banks. Our ability to set the pricing levels of our power bank sharing services depends on our understanding of each local market we operate in and our operational costs. We price our power bank sharing services based on a variety of factors, primarily including consumption scenarios, foot traffic of locations, local consumer purchasing power, and operational costs. We cannot guarantee that we will be able to set our price levels in the future without adversely affecting the demand for our power bank sharing services.

We rely on third-party online payment service providers for payment processing. Any disruption, restriction or termination of these payment services for any reason may materially and adversely affect our business. All online payments for our service to users are settled through third-party online payment service providers. Our business depends on the billing, payment and escrow systems of these payment service providers

—30— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS to maintain accurate records of payments by paying users and collect such payments. If there is any disruption in these billing, payment and escrow systems, or the quality, utility or convenience of these payment processing and escrow services declines, or we have to change the pattern of using these payment services for any reason, the attractiveness of our power bank sharing services could be materially and adversely affected.

A number of risks could materially and adversely affect third-party online payment service providers’ ability to provide payment processing and escrow services to us, including: Š dissatisfaction with these online payment services or decreased use of their services by paying users and location partners; Š increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; Š changes to rules or practices applicable to payment systems that link to third-party online payment service providers; Š concerns over the use and security of information collected from paying users; Š service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; Š increasing costs to third-party online payment service providers, including fees charged by banks to process transactions through online payment channels, which would also increase our costs of revenues; and Š failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.

Certain commercial banks in China impose limits on the amounts that may be transferred by automated payment from paying users’ bank accounts to their linked accounts with third-party online payment services. It is uncertain whether these and any additional restrictions that could be put in place would have a material adverse effect on our power bank sharing services.

The commercial banks and third-party online payment service providers that we work with are subject to the supervision of the People’s Bank of China, or the PBOC. The PBOC may publish rules, guidelines and interpretations from time to time regulating the operation of financial institutions and payment service providers that may in turn affect the pattern of services provided by such entities for us. For example, in November 2017, the PBOC published a notice, or the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting the unlicensed payment settlement services, so as to safeguard the fund security and information security.

We cannot assure you that we will be successful in entering and maintaining amicable relationships with these online payment service providers. Identifying, negotiating and maintaining relationships with these providers require significant time and resources. These payment service providers may choose not to renew the agreement with us or propose terms that we cannot accept when the current agreements with us expire. Moreover, we cannot guarantee that the terms we negotiated with these payment service providers, including the payment processing fee rates, will remain as favorable. If the terms with these payment service providers become less favorable to us, such as the increase of payment processing fee rate, we may have to burden the additional costs by ourselves, or raise the transaction services fees for users or certain of our location partners which may cause us to lose users location partners, both of which may materially and adversely affect our business, financial condition and results of operations. Furthermore, these service providers may not perform as expected under our agreements with them, and we may have disagreements or disputes with such payment service providers, any of which could adversely affect our brand and reputation as well as our business operations.

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Failure in our information technology systems or delays in the development and implementation of updates or enhancements to those systems could significantly disrupt our operations, which may materially and adversely affect our business and financial performance. We depend on a variety of information technology systems to process massive amounts of information and transactions in a stable and timely manner. Specifically, the satisfactory performance, reliability and availability of our mobile apps and mini programs, our transaction-processing systems and our network infrastructure are critical to user experience and our ability to attract and retain users and provide adequate services. Our information technology systems may not deliver desired results or may do so on a delayed schedule. Any improper functioning of our information technology systems could cause interruptions of our operations. Additionally, our information technology systems are subject to damage or interruption from power surges and outages, facility damage, physical theft, computer and telecommunications failures, inadequate or ineffective redundancy, malicious code (including computer viruses, worms, ransomware, or similar), cyberattacks (including account compromise; phishing; spamming; denial of service attacks; and application, network or system vulnerability exploitation), software upgrade failures or code defects, natural disasters and human error. Design defects or damage or interruption to these systems may require a significant investment to fix or replace, disrupt our operations, result in the loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our business, financial condition and results of operation.

Any breaches to our security measures, including unauthorized access, computer viruses and hacking, may adversely affect our database, reduce use of our services and damage our reputation and brand name. We depend on a variety of information technology systems for the efficient functioning of our business. We are potentially vulnerable to cyber-attacks including unauthorized access, computer viruses, hacking or similar disruptions. While we have taken steps to protect our database and information technology systems, our security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our information technology system could cause confidential information or trade secret to be stolen and used for illegal purposes.

Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our users and/or suppliers could be severely damaged, we could incur significant liability and our reputation and brand name, as well as business and operations could be adversely affected.

We may not be able to obtain, maintain, or enforce our intellectual property rights and may be subject to intellectual property ligation that could adversely impact our business. We consider our patents, copyrights, trademarks, trade names, internet domain names and other intellectual property rights are critical to our success and our ability to continue to develop our products and services and enhance our brand recognition. We have invested significant resources to develop our own intellectual property. We rely on a combination of patents, trademarks, trade names, copyrights, and other intellectual property rights to establish and protect our proprietary rights in our products. Failure to maintain or enforce these rights could harm our business. In addition, we have entered into confidentiality and non-disclosure agreements with all of our employees and a number of business partners. Despite these measures, any of our intellectual property rights could be circumvented, misappropriated or otherwise infringed upon by third parties. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach.

In addition, we cannot assure you that applications of patent, trademark and other intellectual property related to our business will be approved, or our intellectual property rights will not be challenged by third parties or found by the relevant governmental or judicial authority to be invalid or unenforceable. Intellectual property

—32— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. This adds uncertainty when we need to initiate lawsuits against infringing third parties to stop them from further encroaching on our intellectual property rights and secure those rights. Pursuing these lawsuits may divert significant management time and financial resources, and we cannot guarantee we will be able to obtain the judgments favorable to us. Intellectual property related negative publicities, with or without merits, may also harm our brand image and reputation. If we fail to secure our intellectual property rights in any lawsuits against third parties or otherwise fail to obtain, maintain or enforce our intellectual property rights, our business, competitive position, financial condition and results of operations may be materially and adversely affected.

Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and results of operations. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our products or services, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents, copyrights or trademarks regarding their proprietary rights. As of the Latest Practicable Date, we are subject to one pending patent infringement proceeding which is subject to review by the relevant regulatory authority. Our Directors believe that such pending proceeding does not have a material adverse impact on our business. Companies holding patents, copyrights, trademarks or other intellectual property rights may bring suits alleging infringement of such rights by us or our employees or otherwise assert their rights and urge us to take licenses. Any such intellectual property infringement claims could result in costly litigation and divert our management’s attention and resources.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, financial condition and results of operation could be materially and adversely affected. Any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

Certain of our leased property interests may be defective and could results in claims, monetary penalties, increased costs of operation or otherwise harm on our business. As of March 31, 2021, we leased 46 premises with each over 250 square meters in China. Ownership certificates or other similar proof of 12 leased properties with each over 250 square meters have not been provided to us by the relevant lessors. Therefore, we cannot assure you that such lessors are entitled to lease the relevant real properties to us. If any of the foregoing happens, we may not be able to continue to use such leased properties and have to relocate to other premises. We cannot assure you that suitable alternative locations are readily available on commercially reasonable terms, or at all, and if we are unable to relocate our operations in a timely manner, our operations may be adversely affected.

In addition, under the PRC laws and regulations, all lease agreements are required to be registered with the local land and real estate administration bureau. As of March 31, 2021, the lease agreements for 45 of our leased properties with each over 250 square meters in China have not been filed for registration with the relevant PRC government authorities. Although failure to do so does not in itself invalidate the leases, we may be subject to fines if we fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the lessors.

As of the Latest Practicable Date, we are not aware of any claim or challenge brought by any third parties concerning the use of our leased properties without obtaining proper ownership proof or consent to sublease. If our lease agreements are claimed as null and void by third parties who are the real owners of such leased real properties in the future, we could be required to vacate the properties, in the event of which we could only initiate

—33— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS the claim against the lessor or sublessor under relevant lease agreements for indemnities for its breach of the relevant leasing agreements.

Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our business, financial condition and results of operation. Pursuant to the PRC laws and regulations, we are required to participate in the employee social welfare plan administered by local governments. Such plan consists of pension insurance, public health insurance, work- related injury insurance, maternity insurance, unemployment insurance and housing provident fund. The amount we are required to contribute for each of our employees under such plan should be calculated based on the employee’s actual salary level of previous year, and be subject to a minimum and maximum level as from time to time prescribed by local authorities. During the Track Record Period and as of the Latest Practicable Date, we had not made social insurance and housing provident fund contributions for some of our employees in full in accordance with the relevant PRC laws and regulations. The aggregate shortfall of social insurance and housing provident fund amounted to RMB4.8 million, RMB15.8 million and RMB24.3 million in 2018, 2019 and 2020, respectively. Pursuant to the PRC laws and regulations, we are required to pay social insurance premium and housing provident funds for our employees under our own accounts instead of making payments under third-party accounts. During the Track Record Period, we engaged third-party human resources agencies to pay social insurance premium and housing provident funds for certain of our employees which is a common practice in PRC. The contributions to social insurance premium and housing provident funds made through third-party accounts may not be viewed as contributions made by us. As a result, we may be required by competent authorities to pay the outstanding amount, and could be subject to late payment penalties or enforcement application made to the court. Pursuant to relevant PRC laws and regulations, the relevant PRC authorities may demand us to pay the outstanding social insurance contributions within a stipulated deadline and we may be liable to a late payment fee equal to 0.05% of the outstanding amount for each day of delay. If we fail to make such payments, we may be liable to a fine of one to three times the amount of the outstanding contributions. With respect to a failure to pay the full amount of housing provident fund as required, the housing provident fund management center in China may require payment of the outstanding amount within a prescribed period. If the payment is not made within such time limit, an application may be made to the PRC courts for compulsory enforcement. According to the confirmation given by competent government departments responsible for social welfare and housing provident funds, up to the end of the Track Record Period, we have never been punished for violating laws and regulations in relation to social welfare, or have any administrative punishment record in relation to housing provident funds. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any administrative actions, fines or penalties with respect to the shortfall amount or payment through third-party human resources agencies, and had not received any notification from the relevant PRC authorities requiring us to pay for the shortfalls or any overdue charges with respect to social insurance and housing provident funds. We are neither aware of any employee complaints filed against us nor involved in any labor disputes with our employees with respect to social insurance and housing provident funds during the Track Record Period and up to the Latest Practicable Date. As advised by our PRC Legal Adviser, considering relevant regulatory policies and the facts stated above, the likelihood that we are subject to collection of historical arrears, late charges and any administrative penalties due to our failure to provide full social insurance and housing provident funds contributions for our employees is remote. Considering the foregoing, our Directors believe that such non-compliance would not have a material adverse effect on our business, results of operations or financial condition or the [REDACTED]. However, we cannot assure you that the competent local government authorities will not require us to pay the outstanding amount within a specified time limit or impose late fees or fines on us, which may materially and adversely affect our financial condition and results of operations. If we are subject to severe penalties or incur significant legal fees in connection with labor-related laws and regulations, our business, financial condition and results of operations may be adversely affected.

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We have granted, and may continue to grant, share incentives, which may result in increased share-based compensation expenses and negatively impact our results of operations. In order to attract and retain qualified employees, provide incentives to our directors and employees, and promote the success of our business, we adopted a number of employee stock option plans (the “Option Plans”) in 2016, 2017, 2018, 2019 and 2020, to provide long-term incentives for our employees and Directors to deliver long-term shareholder returns. Under the plans, participants are granted options which only vest if certain conditions are met. Participation in the plans is at the Board’s discretion and no individual has a contractual right to participate in the plans or to receive any guarantee benefits. Please refer to Note 25 in “Appendix I — Accountant’s Report” for further details. As of December 31, 2020, 2,624,720 shares have been granted and remain outstanding under the Option Plans. For the years ended December 31, 2018, 2019 and 2020, we recorded RMB7.0 million, RMB16.9 million and RMB27.6 million in share-based compensation expenses, respectively.

We believe the granting of share-based awards is of significant importance to our ability to attract and retain key personnel and experienced and qualified employees, and we will continue to grant share-based awards to employees and will adopt a share incentive scheme in the future. As a result, our expenses associated with share-based payment expenses may increase, which may adversely affect our results of operations.

We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business and results of operations. From time to time, we are subject to allegations, and may be a party to legal claims and regulatory proceedings, relating to our products, business operations, intellectual property and other matters. Such allegations, claims and proceedings may be brought by third parties, including holders of intellectual property rights, competitors, consumers, employees, location partners, agents and third-party channel partners, suppliers, other business partners, governmental or regulatory bodies, or other third parties, and may include class actions. The outcome of litigation is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. We may also spend significant financial and management resources on defending against intellectual property right infringement claims or otherwise on any legal proceedings or legal settlements, which may negatively affect our financial condition and operating results if changes to our business operations and considerable management attention are required. There may also be negative publicity associated with litigation that could decrease consumer acceptance of our power bank sharing services, regardless of whether the allegations are valid or whether we are ultimately found liable.

In December 2020, we filed a lawsuit with Hangzhou Yuhang People’s Court against one of manufacturers for power banks for an aggregate of RMB36.0 million, seeking for compensation caused by product quality problems pursuant to the agreements between us. Later in December 2020, this manufacturer filed two lawsuits with Hangzhou People’s Court against us for an aggregate of approximately RMB39.2 million, seeking for payments for delivered products and related raw material and other losses. As of the Latest Practicable Date, these lawsuits were still at a very early stage and the outcomes were uncertain. Since November 2020, we had ceased cooperation with this manufacturer, and as of December 31, 2020, our trade payables to such manufacturer amounted to approximately RMB34.1 million. Considering the above, our Directors believe that the above mentioned lawsuits will not have a material adverse effect on our operations and financial performance.

In June 2019, we agreed to provide guarantees for a hardware supplier under its purchase agreement with its upstream supplier, capped at the amount payables by us to such hardware supplier on the date we receive payment notice under the guarantee. Payment made by us under the guarantees will be deemed as an offset of the trade payables to the hardware supplier. In June 2020, we were named as a co-defendant in a lawsuit filed with Shenzhen Bao’an District People’s Court by the upstream supplier, claiming that we assume joint liability together with our hardware supplier for its overdue payment of approximately RMB15.2 million. As of the Latest Practicable Date, our account payables to this hardware supplier exceeded such amount, which will be used to

—35— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS offset payments to the upstream supplier if the court rules against the hardware supplier or us. Considering the above, our Directors believe that the above mentioned lawsuit will not have a material adverse effect on our operations and financial performance.

After we become a [REDACTED] company, we may face additional exposure to claims and lawsuits. These claims could divert management time and attention away from our business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect or be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these claims, which could harm our business, financial condition and results of operations.

Our insurance coverage is limited and may not be sufficient to cover all of our potential losses. We maintain certain insurance policies to safeguard against various risks and unexpected events associated with our business and operations, including product liability insurance. We also provide social security insurance as required by relevant rules and regulation in China, including general care and work-related injury insurance, for our employees. Our product liability insurance covers claims against our company that arises out of defaults of our hardware. However, we do not maintain business interruption insurance, nor do we maintain key-man life insurance. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss, or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all, or that our insurance providers will comply with their obligations. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

Business expansion through mergers and acquisitions are inherently risky and integrating business we acquired with our business may be difficult and not successful. We may grow through acquisitions of business, which may expose us to operational, regulatory and market risks, as well as risks associated with additional capital requirements. We may not be able to identify suitable acquisition candidates, or complete an acquisition on commercially acceptable terms in the future. If we fail to identify appropriate candidates or complete desired acquisitions, we may not be able to implement our growth strategies effectively.

In addition, our ability to realize the expected benefits from acquisition may depend on our ability to retain employees, efficiently integrate the operations and understand the factors contributing to the success of the business. Our ability to successfully integrate business we acquired may be adversely affected by a number of factors, including division of management’s attention and difficulties in retaining users of the acquired business. Furthermore, the acquired business might not perform as expected for a number of reasons, including legislative or regulatory changes or loss of key personnel and users. We may also fail to identify potential issues or risks in our due diligence of the targets or address them properly prior to our acquisitions. If such risks materialize after the acquisitions are completed, we may suffer losses or be subject to liabilities. If we fail to realize the benefits envisioned from such acquisitions, our overall profitability and growth plans may be hindered.

Our operations may be adversely impacted by the effects of natural disasters such as hurricanes and earthquakes, public health emergencies and health pandemics, acts of terrorism and other criminal activities. In addition to the impact of COVID-19, natural disasters, such as fires, earthquakes, hurricanes, floods, tornadoes, unusual weather conditions, extended winter, power outages, other pandemic outbreaks, terrorist acts and other criminal activities or disruptive global political events, or similar disruptions could materially and adversely affect our business and financial performance. These events could result in server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate our power bank cabinets. These events could also result in delays in the opening of our location partners, the temporary lack of an adequate workforce in a market, the temporary or long-term disruption in the supply of products from some power bank suppliers, increased transportation costs in product delivery, and the temporary

—36— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS reduction in the availability of our products. These events also can have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage. To the extent these events result in the closure of the operation of our location partners and network partners, our administrative offices or impact one or more of our key suppliers, our operations and financial performance could be materially and adversely affected. Uncharacteristic or significant weather conditions and extended winter can also negatively affect consumer outdoor activity levels, user traffic, and consumer spending patterns, which could lead to lost revenues and materially and adversely affect our results of operations. All of our directors and management and the majority of our employees currently reside in China, and most of our system hardware and back-up systems are hosted in facilities located in China. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect China in particular, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

A severe or prolonged downturn in the domestic or global economy could materially and adversely affect our business and financial condition. We operate in power bank sharing service industry, which is highly sensitive to business and personal discretionary spending levels and generally tends to decline during general economic downturns. A number of factors beyond our control may affect the level of consumer demand and discretionary spending on the products and services that we offer, including, among others: Š general economic and industry conditions; Š disposable income and expenditures of consumers; Š discounts and promotions offered by our competitors; Š negative reports and publicity about the power bank sharing service industry; Š outbreak of viruses or widespread illness, including COVID-19; Š unemployment levels; Š minimum wages and personal debt levels of consumers; Š consumer confidence in future economic conditions; Š fluctuations in the financial markets; and Š natural disasters, war, terrorism and other hostilities.

Adverse economic conditions and any related decrease in consumer demand for our products and services could have a material adverse effect on our business, financial condition and results of operations. The global macroeconomic environment is faced with many challenges and uncertainties. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the Chinese economy or global economy may materially and adversely affect our business, results of operations and financial condition.

In addition, severe or prolonged downturn in China or global economy also affect commodity rates, transportation costs, costs of labor, insurance and healthcare, lease costs, measures that create barriers to or increase the costs associated with international trade, changes in other laws and regulations and other economic factors, all of which may have a material adverse effect on our business, financial condition and results of operations.

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RISKS RELATING TO DOING BUSINESS IN CHINA

China’s economic, political and social conditions, as well as governmental policies, could affect the business environment and financial markets in China, our ability to operate our business, our liquidity and our access to capital. All of our operations are conducted in China. Accordingly, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in China as well as China’s economic, political, legal and social conditions in relation to the rest of the world. China’s economy differs from the economies of developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past 40 years, growth has been uneven across different regions and among various economic sectors of China. China’s government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures may benefit the overall economy in China, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are currently applicable to us. In addition, in the past, China’s government implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operation. More generally, if the business environment in China deteriorates from the perspective of domestic or international investment, our business in China may also be adversely affected.

Uncertainties with respect to Chinese legal system and changes in laws, regulations and policies in China could materially and adversely affect us. We conduct our business primarily through our subsidiaries in China. PRC laws and regulations govern our operations in China. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China, which may not sufficiently cover all of the aspects of our economic activities in China. In addition, the implementation of laws and regulations may be in part based on government policies and internal rules that are subject to the interpretation and discretion of different government agencies (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability regarding our contractual, property and procedural rights could adversely affect our business and impede our ability to continue our operations. Furthermore, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties could materially and adversely affect our business and results of operations.

In January 2015, the MOFCOM published a discussion draft of the proposed Foreign Investment Law. The Foreign Investment Law passed the legislative review in March 2019, and came into effect on January 1, 2020. Foreign-invested entities will enjoy national treatment in industry sectors that are not prohibited or restricted from foreign investment. The Foreign Investment Law imposes information reporting requirements on foreign investors and the applicable foreign invested entities. Non-compliance with the reporting requirements will result in corrective orders and fines between RMB100,000 to 500,000. The Foreign Investment Law reinforces the duties of government authorities to protect intellectual property rights and trade secrets of foreign-investment entities. Government authorities cannot compel technology transfer by administrative means, reveal or provide trade secrets of foreign-invested entities to third parties. Last but not least, the Foreign Investment Law calls for the establishment of a foreign investment security review mechanism, details of which will be further developed by the Chinese government. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

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Restrictions on currency exchange may limit our ability to receive and use financing in foreign currencies effectively, and such restrictions as well as the fluctuation of the Renminbi exchange rate may materially and adversely affect our business and our ability to pay dividends to holders of H shares. Our PRC subsidiaries’ ability to obtain foreign exchange is subject to significant foreign exchange controls and, in the case of transactions under the capital account, requires the approval of and/or registration with PRC government authorities, including the state administration of foreign exchange, or SAFE. In particular, if we finance our PRC subsidiaries by means of foreign debt from us or other foreign lenders, the amount is not allowed to, among other things, exceed the statutory limits and such loans must be registered with the local counterpart of the SAFE. If we finance our PRC subsidiaries by means of additional capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, or registration with other governmental authorities in China.

In the light of the various requirements imposed by PRC regulations on loans to, and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government formalities or obtain the necessary government approvals on timely basis, if at all, with respect to future loans or capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approval, our ability to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

In addition, a portion of our revenues may be converted into other currencies in order to meet our foreign currency obligations. For example, we need to obtain foreign currency to make payments of declared dividends, if any, on our H Shares. Under China’s existing laws and regulations on foreign exchange, following the completion of the [REDACTED], we will be able to make dividend payments in foreign currencies by complying with certain procedural requirements and without prior approval from SAFE. However, in the future, the PRC government may, at its discretion, take measures to restrict access to foreign currencies for capital account and current account transactions under certain circumstances. As a result, we may not be able to pay dividends in foreign currencies to holders of our H Shares.

The value of the Renminbi against the U.S. dollar and other currencies fluctuates from time to time and is affected by a number of factors, such as changes in China’s and international political and economic conditions and the fiscal and foreign exchange policies prescribed by the PRC government. From 1994 until July 2005, the conversion of the Renminbi into foreign currencies in the PRC, including the Hong Kong dollar and U.S. dollar, had been based on fixed rates set by the PBOC. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar where the Renminbi is permitted to fluctuate in a regulated band that is based on reference to a basket of currencies determined by the PBOC. On June 19, 2010, the PBOC announced that it intends to further reform the Renminbi exchange rate regime by enhancing the flexibility of the Renminbi exchange rate. Following this announcement, the Renminbi had appreciated from approximately RMB6.83 per U.S. dollar to RMB6.12 per U.S. dollar as of June 15, 2015. On August 11, 2015, PBOC further enlarged the floating band for trading prices in the interbank spot exchange market of Renminbi against the U.S. dollar to 2.0% around the closing price in the previous trading session, and the Renminbi depreciated against the U.S. dollar by approximately 1.9% as compared to August 10, 2015, and further depreciated nearly 1.6% on the next day. On November 30, 2015, the Executive Board of the International Monetary Fund completed the regular five-year review of the basket of currencies that make up the special drawing rights and decided that with effect from October 1, 2016, the Renminbi is determined to be a freely useable currency and will be included in the special drawing rights basket as a fifth currency. With the development of foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further reforms to the exchange rate system, and the Renminbi could appreciate or depreciate significantly in value against the Hong Kong dollar or the U.S. dollar in the future.

The [REDACTED] from the [REDACTED] will be received in Hong Kong dollars. As a result, any appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or any other foreign currencies may result in the decrease in the value of our [REDACTED] from the [REDACTED]. Conversely, any depreciation of the

—39— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS

Renminbi may adversely affect the value of, and any dividends payable on, our H Shares in foreign currency. In addition, there are limited instruments available for us to reduce our foreign currency risk exposure at reasonable costs. Any of these factors could materially and adversely affect our business, financial condition, results of operations and prospects, and could reduce the value of, and dividends payable on, our H Shares in foreign currency terms.

Payment of dividends may be subject to restrictions under the PRC laws. Under the PRC laws, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under PRC GAAP or IFRS, whichever is the lower, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. As a result, we may not have sufficient, or any, distributable profits to enable us to make dividend distributions to our Shareholders in the future, including periods for which our financial statements indicate that our operations have been profitable. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years.

Moreover, as the calculation of distributable profits under PRC GAAP is different from the calculation under IFRS in certain respects, our operating subsidiaries may not have distributable profits as determined under PRC GAAP, even if they have profits for that year as determined under IFRS, or vice versa. Accordingly, we may not receive sufficient distributions from our subsidiaries. Failure by our operating subsidiaries to pay dividends to us could have a negative impact on our cash flows and our ability to make dividend distributions to our Shareholders in the future, including those periods in which our financial statements indicate that our operations have been profitable.

Holders of our H Shares may be subject to PRC income tax obligations. Under current PRC tax laws, regulations and rules, non-PRC resident individuals and non-PRC resident enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the gains realized upon the sale or other disposition of our H Shares.

Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate under Individual Income Tax Law of the People’s Republic of China (中華人民共和國個人所得稅法) for the interests, dividends and bonus they obtain from the PRC. Accordingly, we are required to withhold such tax from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the foreign individual resides reduce or provide an exemption for the relevant tax obligations. Generally, in accordance with the Notice on Matters Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 045 Issued by the SAT (國家稅務總局關於國稅發 [1993]045號文件廢止後有關個人所得稅徵管問題的 通知), domestic non-foreign-invested enterprises issuing shares in Hong Kong may, when distributing dividends to overseas resident individuals in the jurisdiction of the tax treaty, withhold individual income tax at the rate of 10%. When a tax rate of 10% is not applicable, the withholding company shall: (a) return the excessive tax amount pursuant to due procedures if the applicable tax rate is lower than 10%; (b) withhold such foreign individual income tax at the effective tax rate agreed on if the applicable tax rate is between 10% and 20%; or (c) withhold such foreign individual income tax at a rate of 20% if no taxation treaty is applicable.

For non-PRC resident enterprises that were established under foreign laws with no real management body in China but have establishments or premises in China, or for those which have no establishments or premises in China but whose income is derived from China, under the Enterprise Income Tax Law of the People’s Republic of China (中華人民共和國企業所得稅法), dividends paid by us and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are ordinarily subject to PRC enterprise income tax at a 20% rate. In accordance with the Circular on Issues Relating to the Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (關 於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知) issued by the SAT, such tax rate has been reduced to 10%, subject to a further reduction under special arrangements or applicable treaties between China and the jurisdiction of the residence of the relevant non-PRC resident enterprise.

—40— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS

Despite the arrangements mentioned above, there are significant uncertainties as to the interpretation and application of applicable PRC tax laws and regulations due to several factors, including whether the relevant preferential tax treatment will be revoked in the future such that all non-PRC resident individual holders will be subject to PRC individual income tax at a flat rate of 20%.

In addition, there remain significant uncertainties as to the interpretation and application of applicable PRC tax laws and regulations by the PRC’s tax authorities, including individual income tax on dividends paid to non-PRC resident Shareholders, and on gains realized on sale or other disposition of our H Shares. The PRC’s tax laws and regulations may also change. If there is any change to applicable tax laws and regulations or in the interpretation or application of such laws and regulations, the value of your investment in our H Shares may be materially affected.

Investors may experience difficulties in effecting service of legal process and enforcing judgments against us, our Directors, Supervisors or senior management. Our operations are primarily in the PRC and most of our assets and our subsidiaries are located within the PRC. All of our Directors, Supervisors and senior management reside within the PRC. As a result, it may not be possible to effect service of process outside of the PRC upon us or most of our Directors, Supervisors and senior management.

A judgment of a court of another jurisdiction may be reciprocally recognized or enforced in the PRC only if the jurisdiction has a treaty with the PRC or if the jurisdiction has been otherwise deemed by the PRC courts to satisfy the requirements for reciprocal recognition, subject to the satisfaction of other requirements. However, the PRC is not a party to treaties providing for the reciprocal enforcement of judgments of courts with foreign countries such as the United States and the United Kingdom and enforcement in the PRC of judgments of a court in these jurisdictions may consequently be difficult or impossible. On July 14, 2006, the Supreme People’s Court of the PRC and the Government of the Hong Kong Special Administrative Region signed the Arrangement between the Mainland and the HKSAR on Reciprocal Recognition and Enforcement of the Decisions of Civil and Commercial Cases under Consensual Jurisdiction (關於內地與香港特別行政區法院相互認可和執行當事人協議 管轄的民商事案件判決的安排) (the “2006 Arrangement”). Under the 2006 Arrangement, where any designated PRC court or Hong Kong court has made an enforceable final judgment requiring payment of money in a civil and commercial case pursuant to a choice of court agreement, the party concerned may apply to the relevant PRC court or Hong Kong court for recognition and enforcement of the judgment. The 2006 Arrangement took effect on August 1, 2008, but the effectiveness of any action brought under the arrangement still remain uncertain. On January 18, 2019, the Supreme People’s Court of the People’s Republic of China and the Department of Justice under the Government of the Hong Kong Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (關於內地與香港特別行政區法院相互認可和執行民商事案件判 決的安排) (the “2019 Arrangement”). The 2019 Arrangement regulates, among others, the scope and particulars of judgments, the procedures and methods of the application for recognition or enforcement, the review of the jurisdiction of the court that issued the original judgment, the circumstances where the recognition and enforcement of a judgment shall be refused, and the approaches towards remedies for the reciprocal recognition and enforcement of judgments in civil and commercial matters between the courts in mainland China and those in the Hong Kong Special Administrative Region. As for now, the 2019 Arrangement has not come into force.

RISKS RELATING TO THE [REDACTED]

No public market currently exists for our H Shares, and an active trading market for our H Shares may not develop. No public market currently exists for our H Shares. The initial [REDACTED] for our H Shares to the public will be the result of negotiations between our Company and the Joint [REDACTED] (on behalf of the [REDACTED]), and the [REDACTED] may differ significantly from the market price of the H Shares following the [REDACTED].We have applied to the Hong Kong Stock Exchange for the [REDACTED] of, and permission to deal in,

—41— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS the H Shares. A [REDACTED] on the Hong Kong Stock Exchange, however, does not guarantee that an active and liquid trading market for our H Shares will develop, or if it does develop, that it will be sustained following the [REDACTED], or that the market price of the H Shares will rise following the [REDACTED].

The market price and trading volume of our H Shares may be volatile, which could result in substantial losses for investors who purchase our H Shares in the [REDACTED]. The market price and trading volume of our H Shares may be highly volatile. Several factors, some of which are beyond our control, such as variations in our revenue, earnings and cash flow, strategic alliances, the addition or departure of key personnel, litigation, the removal of the restrictions on H share transactions or volatility in market prices and changes in the demand for our products and services, could cause large and sudden changes to the market price and trading volume at which our H Shares will trade. The Stock Exchange and other securities markets have, from time to time, experienced significant price and trading volume volatility that are not related to the operating performance of any particular company. This volatility may also materially and adversely affect the market price of our H Shares.

A future significant increase or perceived significant increase in the supply of our H Shares in public markets could cause the market price of our H Shares to decrease significantly, and/or dilute shareholdings of holders of H Shares. The market price of our H Shares could decline as a result of future sales of a substantial number of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new shares or other securities, or the perception that such sales or issuances may occur. Future sales, or anticipated sales, of substantial amounts of our securities, including any future offerings, could also materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the future. New shares or shares-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may: Š limit our ability to pay dividends or require us to seek consent for the payment of dividends; Š increase our vulnerability to general adverse economic and industry conditions; Š require us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs; and/or Š limit our flexibility in planning for, or reacting to, changes in our business and our industry.

Since there will be a gap of several days between pricing and trading of our H Shares, holders of our H Shares are subject to the risk that the price of our H Shares could fall during the period before trading of our H Shares begins. The initial price to the public of our H Shares sold in the [REDACTED] is expected to be determined on the [REDACTED]. However, the H Shares will not commence trading on the Hong Kong Stock Exchange until they are delivered, which is expected to be several business days after the [REDACTED]. As a result, investors may not be able to sell or otherwise deal in the H Shares during that period. Accordingly, Shareholders are subject to the risk that the price of the H Shares when trading begins could be lower than the [REDACTED] as a result of adverse market conditions or other adverse developments that may occur between the time of sale and the time trading begins.

Potential investors will experience immediate and substantial dilution as a result of the [REDACTED]. Potential investors will pay a price per H Share in the [REDACTED] that substantially exceeds the per H Share value of our tangible assets after subtracting our total liabilities as of December 31, 2020. Therefore,

—42— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS purchasers of our H Shares in the [REDACTED] will experience a substantial immediate dilution in pro forma net tangible assets, and our existing Shareholders will receive an increase in the pro forma adjusted net tangible assets per Share on their Shares. As a result, if we were to distribute our net tangible assets to the Shareholders immediately following the [REDACTED], potential investors would receive less than the amount they paid for their H Shares. See “Appendix II — Unaudited Pro Forma Financial Information.”

We may have discretion as to how we use the net [REDACTED] of the [REDACTED] and you may not necessarily agree with how we use them. Our management may use the net [REDACTED] from the [REDACTED] in ways that you may not agree with or that do not yield favorable returns for our Shareholders. We plan to use the net [REDACTED] from the [REDACTED] for the expansion of service network and procurement of hardware, the advancement of digitalized infrastructure and updates of power banks and cabinets, exploration of new business opportunities, and exploration of potential investment, mergers and acquisitions opportunities, although we have not identified any acquisition target. See “Future Plans and Use of [REDACTED] — Use of [REDACTED].” However, our management will have discretion as to the actual utilization of the [REDACTED] within the disclosed scope of planned usage. You are entrusting your funds to our management, upon whose judgment you must depend for the specific uses we will make of the net [REDACTED] from the [REDACTED].

We cannot guarantee the accuracy of facts, forecasts and other statistics obtained from official governmental sources or other sources contained in this document. Certain facts, statistics and data contained in this document relating to the PRC and the industries in which we operate have been derived from various official government publications, industry associations, independent research institutes and/or other third party reports we generally believe to be reliable. While we have taken reasonable care in the reproduction of the information, it has not been prepared or independently verified by us, the [REDACTED] or any of our or their respective affiliates or advisors, and we cannot guarantee the quality or reliability of such source materials. Therefore, we make no representation as to the accuracy of such statistics, which may not be consistent with other information compiled within or outside the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice, such statistics in this document may be inaccurate or may not be comparable to statistics produced with respect to other economies. Furthermore, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy as the case may be in other jurisdictions. In addition, estimates and forecasts Frost & Sullivan developed are subject to assumptions set forth in the “Industry Overview.” In all cases, you should give due consideration as to how much weight or importance they should attach to or place on such facts.

Payment of dividends is subject to restrictions under the PRC law and there is no assurance whether and when we will pay dividends. No dividend has been paid or declared by the Company during the Track Record Period. Under the applicable PRC laws, the payment of dividends may be subject to certain limitations. The calculation of our profit under applicable accounting standards differs in certain respects from the calculation under IFRS. As a result, we may not be able to pay a dividend in a given year even if we were profitable as determined under IFRS. Our Board may declare dividends in the future after taking into account our results of operations, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment as well as the amount of dividends will be subject to our constitutional documents and the PRC laws and regulations and requires approval at our shareholders’ meeting. No dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution.

You should read the entire document carefully, and we strongly caution you not to place any reliance on any information contained in press articles and/or other media regarding us, our business, , our industry or the [REDACTED]. There may have been prior to the publication of this document, and there may be subsequent to the date of this document but prior to the completion of the [REDACTED], press and/or media regarding us, our business,

—43— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. RISK FACTORS our industries and the [REDACTED]. None of us or any other person involved in the [REDACTED] has authorized the disclosure of information about the [REDACTED] in any press or media and none of these parties accepts any responsibility for the accuracy or completeness of any such information or the fairness or appropriateness of any forecast, view or opinion expressed by the press and/or other media regarding our H Shares, the [REDACTED], our business, our industry or us. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information, forecast, view or opinion expressed in any such publication. To the extent that such statements, forecasts, views or opinions are inconsistent or conflict with the information contained in this document, we disclaim them. Accordingly, you are cautioned to make your investment decisions on the basis of the information contained in this document only and should not rely on any other information.

—44— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

In preparation for the [REDACTED], we have sought the following waivers from strict compliance with the relevant provisions of the Listing Rules and certificate of exemption from strict compliance with the relevant provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance:

MANAGEMENT PRESENCE IN HONG KONG According to Rules 8.12 and 19A.15 of the Listing Rules, our Company must have sufficient management presence in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily resident in Hong Kong. Since our headquarters and all of our business operations are principally located, managed and conducted in the PRC, our Company does not, and for the foreseeable future, will not, have executive Directors who are ordinarily resident in Hong Kong for the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing Rules.

Accordingly, our Company has applied to the Stock Exchange for, and the Stock Exchange [has granted] our Company a waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules. Our Company has made the following arrangements to maintain effective communication between the Stock Exchange and us: (i) our Company’s authorized representatives, Ms. NING Jiuyun (甯九雲), an executive Director, and Ms. CHAN Tsz Yu (陳芷瑜)(“Ms. Chan”), a joint company secretary of our Company, will act as our Company’s principal channel of communication with the Stock Exchange. Accordingly, the authorized representatives of our Company will be able to meet with the relevant members of the Stock Exchange on reasonable notice and will be readily contactable by telephone, facsimile and email; (ii) the authorized representatives of our Company has means of contacting all Directors (including our independent non-executive Directors) promptly at all times as and when the Stock Exchange proposes to contact a Director with respect to any matter; (iii) each Director has provided his mobile phone number, office phone number and e-mail address to the authorized representatives of our Company and the Stock Exchange, and in the event that any Director expects to travel or otherwise be out of the office, he will provide the phone number of the place of his accommodation to the authorized representatives; (iv) each of the Directors not ordinarily residing in Hong Kong possesses or can apply for valid travel documents to visit Hong Kong and will be able to meet with the relevant members of the Stock Exchange within a reasonable period of time; (v) our Company has, in compliance with Rule 3A.19 of the Listing Rules, appointed Opus Capital Limited as our compliance advisor (the “Compliance Advisor”), who will also act as an additional channel of communication with the Stock Exchange for the period commencing from the [REDACTED] to the date on which our Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the [REDACTED]. Pursuant to Rule 19A.05(2) of the Listing Rules, we shall ensure that the Compliance Advisor will have access at all times to our authorized representatives, our Directors and other officers. We shall also ensure that such persons will promptly provide such information and assistance as the Compliance Advisor may need or may reasonably request in connection with the performance of the Compliance Advisor’s duties as set forth in Chapter 3A and Rule 19A.06 of the Listing Rules. We shall ensure that there are adequate and efficient means of communication among our Company, our authorized representatives, our Directors, and other officers and the Compliance Advisor, and will keep the Compliance Advisor fully informed of all communications and dealings between us and the Stock Exchange; (vi) any meeting between the Stock Exchange and the Directors will be arranged through the authorized representatives or the Compliance Advisor or directly with the Directors within a reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes in our authorized representatives and our Compliance Advisor; and

—45— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

(vii) we will also retain legal advisors to advise on on-going compliance requirements as well as other issues arising under the Listing Rules and other applicable laws and regulations of Hong Kong after [REDACTED].

JOINT COMPANY SECRETARY Pursuant to Rules 3.28 and 8.17 of the Listing Rules, our Company must appoint a company secretary who, by virtue of his or her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following academic or professional qualifications to be acceptable: (a) a member of The Hong Kong Institute of Chartered Secretaries; (b) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and (c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong).

Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will consider in assessing an individual’s “relevant experience”: (a) length of employment with the issuer and other issuers and the roles he/she played; (b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code; (c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and (d) professional qualifications in other jurisdictions.

Our Company considers that while it is important for the company secretary to be familiar with the relevant securities regulation in Hong Kong, he/she also needs to have experience relevant to our Company’s operations, nexus to the Board and close working relationship with the management of our Company in order to perform the function of a company secretary and to take the necessary actions in the most effective and efficient manner. It is for the benefit of our Company to appoint a person who has been a member of the senior management and is familiar with our Company’s business and affairs as company secretary.

We have appointed Mr. CAO Yitang (“曹益堂”) (“Mr. Cao”), who has been the vice general manager and the secretary to our Board since October 16, 2020, as one of our joint company secretaries. However, given Mr. Cao does not possess a qualification stipulated in Rule 3.28 of the Listing Rules, he is not able to solely fulfill the requirements as a company secretary of a [REDACTED] stipulated under Rule 3.28 and 8.17 of the Listing Rules. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules in relation to the appointment of Mr. Cao as our joint company secretary. In order to provide support to Mr. Cao, we have appointed Ms. Chan, an associate member of both the Hong Kong Institute of Chartered Secretaries and the Chartered Governance Institute (formerly known as the Institute of Charted Secretaries and Administrators), who meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, as a joint company secretary to provide assistance to Mr. Cao, for a three-year period from the [REDACTED] so as to enable him to acquire the relevant experience (as required under Rule 3.28(2) of the Listing Rules) to duly discharge his duties.

We have therefore applied to the Stock Exchange for, and the Stock Exchange [has granted] us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules on the conditions

—46— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE that (i) Ms. Chan is appointed as a joint company secretary to assist Mr. Cao in discharging his functions as a company secretary and in gaining the relevant experience under Rule 3.28 of the Listing Rules; the waiver will be revoked immediately if Ms. Chan, during the three-year period, ceases to provide assistance to Mr. Cao as the joint company secretary; and (ii) the waiver can be revoked if there are material breaches of the Listing Rules by our Company. We expect that Mr. Cao will acquire the qualifications or relevant experience required under Rule 3.28 of the Listing Rules prior to the end of the three-year period after the [REDACTED]. We will liaise with the Stock Exchange before the end of the three-year period to enable it to assess whether Mr. Cao, having had the benefit of Ms. Chan’s assistance for three years and has acquired experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.

Please refer to the section headed “Directors, Supervisors and Senior Management — Joint Company Secretary” in this document for further details of Mr. Cao and Ms. Chan’s biography.

WAIVER AND EXEMPTION IN RELATION TO THE PRE-[REDACTED] SHARE OPTION PLAN Under Rule 17.02(1)(b) of, and paragraph 27 of the Part A of Appendix I to the Listing Rules, and paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, this document is required to include, among other things, details of the number, description, and amount of any shares in or debentures of our Company which any person has, or is entitled to be given, an option to subscribe for, together with certain particulars of each option, namely the period during which it is exercisable, the price to be paid for shares or debentures subscribed for under it, the consideration (if any) given or to be given for it or for the right to it, the names and addresses of the persons to whom it was given, and their potential dilution effect on the shareholding upon [REDACTED] as well as the impact on the earnings per share arising from the exercise of such outstanding options (the “Share Option Disclosure Requirements”).

As of the Latest Practicable Date, our Company has granted options under the Pre-[REDACTED] Share Option Plan to 336 grantees, including Directors, senior management and other employees of our Group, to subscribe for an aggregate of 3,017,290 Shares, representing [REDACTED] of the total issued share capital immediately after completion of the [REDACTED] (assuming the [REDACTED] and the options granted under the Pre-[REDACTED] Share Option Plan are not exercised), on the terms set out in “Appendix VI — Statutory and General Information — D. Share Incentive Plan” to this document.

Our Company has applied to the Stock Exchange and the SFC for: (i) a waiver from strict compliance with the applicable Share Option Disclosure Requirements; and (ii) a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, respectively, on the ground that strict compliance with the above requirements would be unduly burdensome for our Company for the following reasons, and the exemption would not prejudice the interests of the investing public: (a) given that 336 grantees are involved, strict compliance with such disclosure requirements in setting out full details of all the grantees under the Pre-[REDACTED] Share Option Plan in this document would be costly and unduly burdensome for our Company in light of a significant increase in cost and time for information compilation, document preparation, and printing; (b) as of the Latest Practicable Date, among all the grantees, two are Directors who are also serving as senior management of our Company and the remaining 334 grantees are only employees of the Group. Strict compliance with the applicable Share Option Disclosure Requirements to disclose names, addresses, and entitlements on an individual basis in this document will require a number of additional pages of disclosure that does not provide any material information to the investing public; (c) the grant and exercise in full of the options granted under the Pre-[REDACTED] Share Option Plan will not cause any material adverse impact in the financial position of our Company;

—47— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

(d) lack of full compliance with the above disclosure requirements would not prevent our Company from providing its potential investors with an informed assessment of the activities, assets, liabilities, financial position, management and prospects of our Company; and (e) material information relating to the options under the Pre-[REDACTED] Share Option Plan will be disclosed in this document, including the total number of Shares subject to the Pre-[REDACTED] Share Option Plan, the exercise price per Share, the potential dilution effect on shareholding, and impact on earnings per Share upon full exercise of the options granted under the Pre-[REDACTED] Share Option Plan. Our Directors consider that the information that is reasonably necessary for the potential investors to make an informed assessment of our Company in their investment decision making process has been included in the document.

The Stock Exchange [has granted] to us a waiver under the Listing Rules on the conditions that: (a) full details of the options under the Pre-[REDACTED] Share Option Plan granted to each of (i) our Directors, (ii) members of our senior management, and (iii) other connected persons of our Company (if any) will be disclosed in “Appendix VI — Statutory and General Information — D. Share Incentive Plan” to this document, on an individual basis, as required under the applicable Share Option Disclosure Requirements; (b) for the remaining grantees (being the other grantees who are not (i) our Directors, (ii) members of our senior management, or (iii) other connected persons of our Company (if any), disclosure will be made for, on an aggregate basis, of (1) the aggregate number of grantees and the number of Shares underlying the options granted to them under the Pre-[REDACTED] Share Option Plan, (2) the consideration (if any) paid for the grant of the options under the Pre-[REDACTED] Share Option Plan, and (3) the exercise period and (4) the exercise price for the options granted under the Pre- [REDACTED] Share Option Plan; (c) there will be disclosure in this document for the aggregate number of Shares underlying the options under the Pre-[REDACTED] Share Option Plan and the percentage of our Company’s total issued share capital represented by such number of Shares as of the Latest Practicable Date; (d) the dilutive effect and impact on earnings per Share upon full exercise of the options granted under the Pre-[REDACTED] Share Option Plan will be disclosed in “Appendix VI — Statutory and General Information — D. Share Incentive Plan”; (e) a summary of the major terms of the Pre-[REDACTED] Share Option Plan will be disclosed in “Appendix VI — Statutory and General Information — D. Share Incentive Plan” to this document; (f) the particulars of the waiver and the exemption will be disclosed in the document; (g) a full list of all the grantees (including those persons whose details have already been disclosed in this document) under the Pre-[REDACTED] Share Option Plan, containing all the particulars as required under the applicable Share Option Disclosure Requirements be made available for public inspection in accordance with the section headed “Appendix VII — Documents Delivered to the Registrar of Companies and Available for Inspection” to this document; (h) further information relating to the grantees who have been granted options is provided to the Stock Exchange; and (i) the grant of a certificate of exemption under the Companies (Winding Up and Miscellaneous Provisions) Ordinance from the SFC exempting our Company from the disclosure requirements provided in paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

The SFC [has agreed] to grant to our Company the certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict compliance with paragraph 10(d)

—48— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that: (a) full details of the options under the Pre-[REDACTED] Share Option Plan granted to each of (i) our Directors, (ii) members of our senior management, and (iii) other connected persons of our Company (if any) will be disclosed in “Appendix VI — Statutory and General Information — D. Share Incentive Plan” to this document as required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance; (b) for the remaining grantees (being the other grantees who are not (i) our Directors, (ii) members of our senior management, or (iii) other connected persons of our Company (if any), disclosure will be made of, on an aggregate basis, (1) the aggregate number of grantees and the number of Shares underlying the options granted to them under the Pre-[REDACTED] Share Option Plan, (2) the consideration (if any) paid for the grant of the options under the Pre-[REDACTED] Share Option Plan, (3) the exercise period and (4) the exercise price for the options granted under the Pre- [REDACTED] Share Option Plan; (c) a full list of all the grantees (including those persons whose details have already been disclosed in this document) under the Pre-[REDACTED] Share Option Plan, containing all the particulars as required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, will be made available for public inspection in accordance with the section headed “Appendix VII — Documents Delivered to the Registrar of Companies and Available for Inspection” to this document; and (d) the particulars of the exemption will be disclosed in this document and this document will be issued on or before [Š]. Further details of the Pre-[REDACTED] Share Option Plan are set forth in “Appendix VI — Statutory and General Information — D. Share Incentive Plan” to this document.

[REDACTED]

—49— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

[REDACTED]

—50— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

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[REDACTED]

—52— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

—53— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

—54— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE [REDACTED]

DIRECTORS

Name Address Nationality

Executive Directors

Mr. TANG Yongbo (唐永波) Unit 2, Building 10 Chinese Yangguangjun Apartment , Hangzhou Province, PRC

Ms. NING Jiuyun (甯九雲) Unit 4, Building 3 Chinese Langyueju Fuli 10 Yuhang District, Hangzhou Zhejiang Province, PRC

Mr. LU Yufeng (蘆宇峰) Unit 3, Building 9 Chinese Yunzhuyuan, Feicui City Feicui community, Xianlin Street Yuhang District, Hangzhou Zhejiang Province, PRC

Ms. YUAN Xinmei (袁新梅) Unit 2, Building 19 Chinese Shuianxuan, Xinming Peninsula Zhongtai Street Yuhang District, Hangzhou Zhejiang Province, PRC

Mr. HUANG Qiaoling (黄巧玲) Unit 3, Building 6 Chinese Zhongjiaoyue Yuexixi Wuchang Street Yuhang District, Hangzhou Zhejiang Province, PRC

Non-executive Director

Mr. ZHU Xiaohu No.187, Lane 1883 Canadian Huamu Road Pudong New District Shanghai

Independent Non-executive Directors

Mr. LU Qing (陸青) No.19 Wener Road Chinese Xihu District, Hangzhou City Zhejiang Province, PRC

Mr. Gang (王剛) Building A Chinese No. 555 Nanchang Road Xuhui District Shanghai, PRC

—55— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE [REDACTED]

Name Address Nationality Mr. HO Yui Pok, Eleutherius (何睿博) 4th Floor British Sutherland Court, Ville De Cascade 2-4 Lai Wo Lane Fo Tan, N.T Hong Kong

SUPERVISORS

Name Address Nationality

Ms. LU Biyu (鹿畢雨) Unit 4, Building 9 Chinese Nan’an Community Yuhang Street Yuhang District, Hangzhou Zhejiang Province, PRC

Mr. ZHONG Wenbing (鍾文兵) Unit 2, Building 9 Chinese Jianjiayuan, Xixi Garden Xihu District, Hangzhou Zhejiang Province, PRC

Mr. HOU Qiru (侯其如) No. 45 Ganger Lane Chinese , Hangzhou Zhejiang Province, PRC

Please see the section headed “Directors, Supervisors and Senior Management” in this document for further details.

PARTIES INVOLVED IN THE [REDACTED]

Joint Sponsors China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong

UBS Securities Hong Kong Limited 52/F Two International Finance Center 8 Finance Street Central Hong Kong

[REDACTED]

—56— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE [REDACTED]

[REDACTED]

Legal Advisors to Our Company As to Hong Kong and United States laws:

Kirkland & Ellis 26/F, Gloucester Tower The Landmark 15 Queen’s Road Central Central Hong Kong

As to PRC laws:

JunHe LLP 26/F, HKRI Center One HKRI Taikoo Hui 288 Shimen Road (No.1) Shanghai PRC

Legal Advisors to Joint Sponsors and the As to Hong Kong and United States laws: [REDACTED] Clifford Chance 27/F, Jardine House 1 Connaught Place Central Hong Kong

As to PRC laws:

Jingtian & Gongcheng 34/F, Tower 3 China Central Place 77 Jianguo Road Chaoyang District Beijing PRC

Auditor and Reporting Accountant PricewaterhouseCoopers Certified Public Accountants and Registered Public Interest Entity Auditor 22/F, Prince’s Building Central Hong Kong

Industry Consultant Frost & Sullivan Suite 2504, Wheelock Square 1717 Nanjing West Road Jing’an District Shanghai PRC

—57— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE [REDACTED]

Compliance Adviser Opus Capital Limited 18/F Fung House 19-20 Connaught Road Central Central, Hong Kong

[REDACTED]

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Head Office, Registered Office and Room 710, Building 5 Principal Place of Business in the 998 Wenyixi Road PRC Wuchang Street Yuhang District, Hangzhou Zhejiang Province, PRC

Principal Place of Business in Hong 40/F, Dah Sing Financial Centre Kong 248 Queen’s Road East Wanchai, Hong Kong

Company’s Website www.dian.so (information on this website does not form part of this document)

Joint Company Secretaries Mr. CAO Yitang Building 12-1 Vanke City Garden 3333 Qixin Road Shanghai, PRC

Ms. CHAN Tsz Yu (ACG, ACS) 40/F, Dah Sing Financial Center 248 Queen’s Road East Wanchai, Hong Kong

Authorized Representatives Ms. NING Jiuyun Unit 4, Building 3, Langyueju Fuli 10, Yuhang District Hangzhou, Zhejiang Province PRC

Ms. CHAN Tsz Yu (ACG, ACS) 40/F, Dah Sing Financial Center 248 Queen’s Road East Wanchai, Hong Kong

Audit Committee Mr. HO Yui Pok, Eleutherius (Chairman) Mr. WANG Gang Mr. LU Qing

Remuneration Committee Mr. LU Qing (Chairman) Ms. NING Jiuyun Mr. WANG Gang

Nomination Committee Mr. TANG Yongbo (Chairman) Mr. LU Qing Mr. WANG Gang

[REDACTED]

Principal Bank China Merchants Bank Hangzhou Yuhang Branch 1/F, Yongshun Building No. 386 South Street Yuhang District, Hangzhou Zhejiang Province PRC

—59— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INDUSTRY OVERVIEW

Certain information and statistics set out in this section and elsewhere in this Document are derived from various government and other publicly available sources, and from the market research report prepared by Frost & Sullivan, an independent industry consultant, that we commissioned (the “Frost & Sullivan Report”). The information extracted from the Frost & Sullivan Report should not be considered as a basis for investments in the [REDACTED] or as an opinion of Frost & Sullivan with respect to the value of any securities or the advisability of investing in our Company. We believe that the sources of this information and statistics are appropriate for such information and statistics and have taken reasonable care in extracting and reproducing such information and statistics. We have no reason to believe that such information and statistics are false or misleading or that any fact has been omitted that would render such information and statistics false or misleading in any material respect. The information has not been independently verified by us, the Joint Sponsors, [REDACTED] or any of our or their respective directors, officers or representatives (other than Frost & Sullivan), nor is any representation given as to the accuracy or completeness of such information and statistics. Accordingly, you should not place undue reliance on such information and statistics. For discussions of risks relating to our industries, see “Risk Factors — Risks Relating to Our Business and Industry.”

SOURCE OF INFORMATION In connection with the [REDACTED], we have engaged Frost & Sullivan to conduct a detailed analysis and prepare an industry report on China’s power bank sharing industry. Frost & Sullivan is an independent global market research and consulting company which was founded in 1961 and is based in the United States. Services provided by Frost & Sullivan include market assessments, competitive benchmarking, and strategic and market planning for a variety of industries. We incurred a total of RMB500,000 in fees and expenses for the preparation of the Frost & Sullivan Report. The payment of such amount was not contingent upon our successful [REDACTED] or on the results of the Frost & Sullivan Report. Except for the Frost & Sullivan Report, we did not commission any other industry report in connection with the [REDACTED].

We have included certain information from the Frost & Sullivan Report in this document because we believe such information facilitates an understanding of China’s power bank sharing industry for potential investors. Frost & Sullivan prepared its report based on its in-house database, independent third party reports and publicly available data from reputable industry organizations. Where necessary, Frost & Sullivan contacts companies operating in the industry to gather and synthesize information in relation to the market, prices and other relevant information. Frost & Sullivan believes that the basic assumptions used in preparing the Frost & Sullivan Report, including those used to make future projections, are factual, correct and not misleading. Frost & Sullivan has independently analyzed the information, but the accuracy of the conclusions of its review largely relies on the accuracy of the information collected. Frost & Sullivan research may be affected by the accuracy of these assumptions and the choice of these primary and secondary sources.

CHINA’S SHIFT TOWARD CONSUMPTION-DRIVEN ECONOMY China’s continuing urbanization in recent years has underpinned the development of its consumer service industry, as high population density and well-established infrastructure in urban areas serve as drivers for increasing consumption and related services. According to the Frost & Sullivan Report, China’s urbanization level, defined as the number of residents living in cities divided by China’s total population, is expected to experience stable growth from 61.6% in 2020 to 66.6% in 2025, driven by a growing percentage of the population moving from China’s rural areas to cities.

At the same time, in line with the growth of China’s GDP and per capita disposable income, Chinese consumers have spent more money on improving their quality life. According to the National Bureau of Statistics of China, per capita disposable income of households in China has demonstrated strong growth momentum, increasing from RMB23,800 in 2016 to RMB32,200 in 2020 at a CAGR of 7.8%. During this same period, per capita consumption expenditures have increased from RMB17,100 in 2016 to RMB21,200 in 2020 at a CAGR of 5.5%. According to the Frost & Sullivan Report, per capita disposable income is expected to increase from RMB34,700 in 2021 to RMB45,900 in 2025 at a CAGR of 7.3%, and per capita consumption expenditures is

—60— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INDUSTRY OVERVIEW expected to increase from RMB23,100 in 2021 to RMB31,500 in 2025 at a CAGR of 8.3%, outpacing the growth of per capita disposable income growth and demonstrating a clear shift in China towards increased consumption habits.

Furthermore, according to the National Bureau of Statistics of China, consumption expenditure on services as a percentage of total per capita consumption has been increasing at a CAGR of 7.2% from 2016 to 2020. Although it has a noteworthy slip from 45.9% in 2019 to 42.6% in 2020, as most of services related economy was paused after the COVID-19 outbreak, going forward, it is expected to reach 50.0% in 2025 according to the Frost & Sullivan Report, representing a CAGR of 11.7% from 2020 to 2025, owing to China’s gradual shift towards service economy.

OVERVIEW OF POWER BANK SHARING INDUSTRY China’s power bank sharing industry started to emerge in 2014, driven by increasing smartphone penetration and considerable demand for convenient mobile phone charging. With the rise of the sharing economy concept, a large number of players entered the market in 2016 driving the industry toward a stage of rapid development. Leading market players with increasing market shares in 2017 and 2018 were able to leverage their fast-paced growth into massive amounts of capital investment and financing. Starting in 2019, leading players became profitable as the power bank sharing service model gained increasing acceptance among consumers due to increasing smartphone usage in everyday life, more sophisticated smartphone apps with greater power requirements and stagnant growth in battery capacity technology.

According to the Frost & Sullivan Report, the size of the power bank sharing expanded rapidly from 2016 to 2020 at a CAGR of 151.1%, and is expected to further grow at a CAGR of 36.9% from 2020 to 2028, reaching a total market size of RMB106.1 billion in 2028.

Market Size of China Shared Power Bank Charging Service, by Revenue(1) RMB in Billions, 2016-2028E

CAGR 2016-2020 2020-2028E Total 151.1% 36.9%

106.1

85.5

68.0

53.4

41.3

30.2 20.9 13.8 6.4 8.6 3.2 0.2 0.6 2016 2017 20182019 2020 2021E2022E 2023E 2024E 2025E 2026E 2027E 2028E

Source: Frost & Sullivan Report Note: (1) Excludes free orders and orders priced RMB99 or above.

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In addition, registered users of power bank sharing services reached approximately 290.0 million as of December 31, 2020, representing 29.4% of the total number of mobile Internet users. The following table shows power bank sharing penetration rates from 2016 to 2025:

Number of Registered Users and Penetraon Rate(1) of China Power Bank Sharing Market Million,% , 2016-2025E CAGR 2016-2020 2020-2025E Total 42.9% 21.1% Penetraon rate Million 60.0% % 900 53.9% 60 55 47.8% 800 754.9 50 700 41.7% 645.6 45 35.5% 600 40 545.1 29.4% 35 500 25.7% 452.7 30 400 367.8 25 300 14.4% 290.0 20 12.2% 230.5 10.0% 15 200 117.3 10 91.7 100 69.5 5 0 0 20162017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E

Source: Frost & Sullivan Report Note: (1) Penetration rate refers to the percentage of total number of registered users of shared power bank as of total number of mobile internet users.

Demonstrating growing consumer comfort with paying for power bank sharing services, the average size per order for power bank sharing services (excluding free orders and order sizes of RMB99 or more) increased from RMB1.3 in 2017 to RMB2.3 in 2018, RMB4.1 in 2019 and RMB5.3 in 2020, and is expected to reach RMB8.0 in 2025, according to Frost & Sullivan.

POWER BANK SHARING INDUSTRY COMPETITIVE LANDSCAPE Despite its short history, China’s power bank sharing industry has already become increasingly concentrated, with the top three players each having over a 20% coverage ratio of the total number of POIs as of December 31, 2020. Shared power bank users are more concerned with convenience and ease of use, and they tend to choose charging devices that are closer to them. Therefore, users’ payment behavior is significantly impacted by the network effect of the power bank sharing services, and the service provider’s scale of operation in terms of the number of POIs and available-for-use devices is one of the most critical factors for market competition.

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The following diagram shows the number of covered POIs for each of the top six players in the industry and their respective coverage ratios as of December 31, 2020.

Number of Covered POIs xx% Coverage rao of POIs1 Million, 2020

0.72 29.2% Xiaodian

Company A 0.66 27.1%

Company B 0.52 21.2%

Company C 0.44 18.1%

0.33 Company D 13.4%

0.26 Company E 10.6%

Source: Frost & Sullivan Report Note: (1) Coverage ratio refers to percentage of number of covered POIs as of total POIs, and there exists overlap among market players at same POIs.

The following diagram shows the number of covered key categories of POIs for each of the top six players in the industry and their respective coverage ratios as of December 31, 2020.

Number of Covered POIs Thousand, 2020

Dining Entertainment Premium Hotels1

320 29.7% 170 37.5% 18 47.0% Xiaodian

Company A 307 28.5% 138 30.4% 6 15.4%

Company B 260 24.1% 74 16.3% 3 7.7%

Company C 211 19.6% 89 19.6% 1 7.7%

Company D 172 16.0% 60 13.2% 1 2.6%

Company E 146 13.5% 65 14.3% 1 2.6%

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Source: Frost & Sullivan Report Note: (1) Premium hotels refer to three-star and above hotels.

MARKET DRIVERS OF POWER BANK SHARING INDUSTRY The following drivers have spurred the growth of the power bank sharing industry and are expected to continue to contribute to its further development:

Increasing Smartphone Usage in Daily Life Increasing smartphone usage has been one of the primary drivers of China’s power bank sharing industry, itself being driven by increasing mobile Internet penetration in China. The number of mobile Internet users in China has grown from 695.3 million in 2016 to 985.8 million at a CAGR of 9.1%, and is expected to further grow to 1,291.2 million in 2025 at a CAGR of 5.5%, reaching a penetration rate of 90.9%. In addition, daily time spent on mobile phones has steadily increased to cover a greater percentage of each consumer’s day. The following table sets out the daily time spent on mobile devices by users for the periods indicated: Daily Time Spent on Mobile Devices in China (1) Hours, 2016-2025E

CAGR 2016-2020 2020-2025E Total 13.9% 5.8%

8.9 8.4 8.0 7.5 7.1 6.7 6.4 6.0

4.9

4.0

20162017 20182019 2020 2021E 2022E2023E 2024E 2025E

Source: Frost & Sullivan Report Note: (1) Mobile devices include mobile phones and tablets.

Daily time spent on mobile devices by users reached 6.7 hours in 2020, driven by the widespread proliferation of communications apps such as WeChat and DingTalk, and the emergence of an increasingly diverse group of mobile entertainment options, such as mobile game apps, video streaming platforms, short video apps and livestreaming apps, all of which can be time-consuming.

Mobile Payment Proliferation China has experienced widespread proliferation of mobile payment capabilities in recent years, and the online payment industry has continuously integrated new technology such as QR-code scanning, and other online payment services that have resulted in new payment schemes that have driven mobile payment penetration. The following table shows China’s number of mobile payment users and penetration rates, measured by the number

—64— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. INDUSTRY OVERVIEW of mobile payment users as a percentage of mobile Internet users, as well as mobile payment penetration rates in urban and rural areas for the periods indicated:

Number of Mobile Payment Users and Penetraon Rate Penetraon Rate of Online Payment User Million, % , 2016-2025E in Urban and Rural Areas, % , 2020

CAGR 2016-2020 2020-2025E (1) 2020.0 2020.12 Penetraon Rate of Mobile Payment Urban Area Total 16.1% 7.5% 3 89.9% Million 93.6% 93.7% 94.6% 89.7% 92.1% 89.4% 1,400 86.5% 79.6% 1,200 71.4% 67.5% 70.0% 1,000

800 Rural Area 600 1,185.6 1,221.2 1,047.9 1,126.5 79.0% 852.5 954.8 400 713.8 74.8% 527.0 583.4 200 469.2 0 2016 2017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E

Source: China Internet Network Information Center, Frost & Sullivan Report Note: (1) Penetration rate refers to percentage of number of mobile payment users as of number of mobile internet users.

The number of mobile payment users in China reached 852.5 million in 2020, accounting for 86.5% of China’s total mobile Internet users. This widespread proliferation of mobile payment across China, such as WeChat Pay and AliPay, has allowed smartphones to act as substitutes for wallets and transportation cards. The increasing reliance of smartphones as mobile payment sources, has contributed to “low battery anxiety”, where a powered smartphone is necessary to get around in daily life and a drained battery could result in severe inconvenience.

In addition, the ease and convenience of mobile payment has directly contributed to the growth of the power bank sharing industry, as QR code scanning and other payment methods have made it extremely easy and convenient to check out a power bank at POIs.

Increased Usage of High Power-Usage Apps High mobile Internet penetration and the increasing proliferation of 4G and 5G technology has led to a significant increase in mobile phone power consumption, driven by the use of time-consuming and power- draining apps such as mobile games, video streaming platforms, short video platforms and livestreaming apps. The stickiness and engagement of these apps create the need for mobile power banks in a user’s everyday life, as one full charge of a smartphone often would not be sufficient to meet the power demand of these apps.

The proportion of daily time spent on major different apps on mobile devices has changed significantly from 2016 to 2020. In 2016, time spent on social apps accounted for 38% of total time used on apps, whereas video apps accounted for 15.5%. However, as short video apps experienced a rapid growth in recent years, in 2020, time spent on video apps account for 32.0% of total time spent on major apps on mobile devices. Meanwhile, time spent on gaming apps has also shown a similar growth. The following diagram shows daily time spent on different apps on mobile devices from 2016 to 2020.

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Daily Time Spent on Major Different Apps on Mobile Devices(1) (China) %, 2016-2025E

Social Apps Video Apps 33.4% 31.9% 30.9% Gaming Apps 38.0% 35.0% News Apps Others

17.5% 21.1% 15.5% 26.1% 32.0%

8.8% 10.0% 8.2% 10.2% 8.4% 8.5% 8.6% 7.1% 14.6%

6.7% 29.3% 29.0% 28.6% 24.6% 15.8%

2016 20172018 2019 2020

Source: Frost & Sullivan Report Note: (1) Mobile devices include mobile phones and tablets.

Expansion of POI Network The rapid expansion in scale of POIs and types of consumption venues with power bank sharing services available has made such services much more accessible to users in recent years, allowing users to borrow and return shared power banks with greater convenience and decreasing time cost. The following table shows the number of covered POIs for power bank sharing services for the periods indicated:

Number of Covered POIs Million, 2016-2025E CAGR 2016-2020 2020-2025E Total 133.8% 36.9%

11.80

9.83

7.63

5.55

3.80

2.45 2.15 1.20

0.08 0.32 201620172018 2019 2020 2021E 2022E2023E 2024E 2025E

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Source: Frost & Sullivan Report Note: (1) Mobile devices include mobile phones and tablets.

Historically, the primary consumption scenarios for POI coverage have been restaurants and entertainment venues such as movie theaters, karaoke houses, Internet cafes and bars. Going forward, POI coverage is expected to expand to other fast-growing scenarios such as shopping malls, office buildings, hotels and transportation hubs.

Limited Technological Breakthroughs for Mobile Device Batteries Technological development for smartphone lithium batteries have been stagnant in recent years, and as a result there has not been a significant extension of battery life for smartphones. Therefore, the pace of growth in energy density for batteries has significantly lagged behind the pace of growth in power consumption brought about by more complex smartphone apps, which has caused a decrease in effective battery life and usage time and directly driven demand for mobile charging anytime and anywhere.

FUTURE TRENDS FOR POWER BANK SHARING INDUSTRY More Diverse Application Scenarios One of the future trends for the power bank sharing industry in China is that consumption scenarios will become increasingly diversified, with outdoor scenarios (such as transportation hubs) to have greater growth potential. The following table sets out data related to different consumption scenarios for the power bank sharing industry:

Market Size of China Power Bank Sharing, by Different Type of Venues %, 2016-2025E

Dining Entertainment Hotel 33% 38% Supermarket & Convenience store 55% Transportaon Office Building Shopping Mall (1) 23% Others 24%

17% 25% 15%

10% 9% 12% 3% 2% 1% 2% 3% 5% 5% 8% 7% 2% 2016 2020 2025E

Source: Frost & Sullivan Report Note: (1) Others mainly include Lifestyle services, healthcare and tourism.

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Markets in Lower Tier Cities Show Greater Growth Potential In addition, as consumption habits for power bank sharing have gradually been cultivated in first and second-tier cities in China with greater penetration rates, competition in those market segments has intensified. As a result, power bank sharing service providers have begun to expand to new markets with growth potential in lower-tiered cities in China, where smartphone users typically have more time for leisure and entertainment and there is a narrowing gap in consumption power of power bank sharing service with first and second-tier areas.

The market size of China’s power bank sharing service in tier-three and below cities is expected to outgrow the market of tier-one and tier-two cities by 6.3% from 2020 to 2025, according to Frost & Sullivan. Moreover, the penetrate rate of power bank sharing services in tier three and below cities is expected to grow at a much higher speed than that of tier-one and tier-two cities, and is expected to reach approximately 40% in 2025. The following table sets out the power bank sharing user base and penetration rates in China for the periods indicated:

Market Size of China Shared Power Bank Charging Service, by City User Base(1) and Penetraon Rate (2) of China Shared Power Bank Tiers, RMB Billion, % , 2016-2025E Charging Service, Million,% , 2016-2025E

CAGR 2016-2020 2020-2025E Penetraon rate Tier 1 & 2 Total 155.0% 31.4% 65% Tier 1&2 150.9% 30.0% 1,500 60% 80 53% 57% Tier 3 and below 254.8% 36.3% 49% 43% 60 53.4 40% Tier 1&2 1,000 20% 23% 40 Tier 3 and below 16% 500 55.6 281.2 309.2 333.3 41.3 180.8 216.4 250.0 20 42.3% 72.3 86.0 151.1 0 0 2016 2017 2018 20192020 2021E 2022E2023E2024E2025E 30.2 45.2% 40% Tier 3 and below 1,500 31% 40 20.9 48.2% 25% 30 13.8 51.1% 57.7% 1,000 19% 54.8% 14% 20 8.6 55.0% 10% 6.4 51.8% 500 59.1% 236.1 308.4 10 3.2 60.0% 48.9% 10.7 176.2 0.2 0.6 45.0% 2.0 7% 88.3 127.4 71.7% 40.9% 2% 36.5 57.8 99.0% 86.6% 40.0% 0 1% 0 2016 2017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E 2016 2017 20182019 2020 2021E2022E2023E2024E2025E

Source: Frost & Sullivan Report Note: (1) User base refers to number of paying users; (2) Penetration rate refers to percentage of number of paying users as of number of mobile internet users.

As the power bank sharing industry in China continues to develop, established players will benefit from barriers to entry such as strong sharing economy network effects, high capital and investment thresholds and research and development resources.

Market Competition Focuses on Scale Expansion as well as Operation Efficiency Operational capabilities have a significant impact on the willingness of location partners to cooperate with power bank sharing service providers. Efficient operation team and high-quality service are necessary factors for market players to expand business. Moreover, while power bank sharing service providers have been consistently scaling their business, there has been a growing trend for them to offer more value-added services, such as brand advertising, marketing services, related industry solutions and other value-added services to better empower location partners, which is expected to become a focus of the market competition in the future.

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This section sets forth a summary of the most significant rules and regulations that affect our business activities in China or the rights of our shareholders to receive dividends and other distributions from us.

Full Circulation of H Shares “Full circulation” represents listing and circulating on the Stock Exchange of the domestic unlisted shares of an H-share listed company, including unlisted Domestic Shares held by domestic shareholders prior to overseas listing, unlisted Domestic Shares additionally issued after overseas listing, and unlisted shares held by foreign shareholders. On November 14, 2019, the China Securities Regulatory Commission, or the CSRC, announced the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies (《H股公司境內未上市股份申請“全流通”業務指引》), allows certain qualified H-share listed companies and H-share companies to be listed for the application of full circulation to CSRC.

According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies, shareholders of domestic unlisted shares may determine by themselves through consultation the amount and proportion of shares, for which an application will be filed for circulation, provided that the requirements laid down in the relevant laws and regulations and set out in the policies for state-owned asset administration, foreign investment and industry regulation are met, and the corresponding H-share listed company may be entrusted to file the said application for “full circulation”. To file an application for “full circulation”, an H-share listed company shall file the application with the CSRC according to the administrative licensing procedures necessary for the “examination and approval of public issuance and listing (including additional issuance) of shares overseas by a joint stock company”. After the application for “full circulation” being approved by the CSRC, the H-share listed company shall submit a report on the relevant situation to the CSRC within 15 days after the registration with the China Securities Depository and Clearing Corporation Limited, or the CSDC, of the shares related to the application has been completed.

On December 31, 2019, the CSDC and Shenzhen Stock Exchange jointly announced the Measures for Implementation of H-share “Full Circulation” Business (《H股“全流通”業務實施細則》). The businesses of cross-border share transfer registration, maintenance of deposit and holding details, transaction entrustment and instruction transmission, settlement, management of settlement participants, services of nominal holders, etc. in relation to the H-share “full circulation business”, are subject to these Measures for Implementation.

In order to fully promote the reform of H-shares “full circulation” and clarify the business arrangement and procedures for the relevant shares’ registration, custody, settlement and delivery, the CSDC has issued the Circular on Issuing the Guidelines to the Program for “Full Circulation” (《關於發佈的 通知》) of H-shares in February 2020, which specified the business preparation, account arrangement, cross- border share transfer registration and overseas centralized custody, etc. In February 2020, China Securities Depository and Clearing (Hong Kong) Co., Ltd., or the CSDC HK, promulgated the Guidelines to the Program for Full Circulation of H-shares of China Securities Depository and Clearing (Hong Kong) Co., Ltd. (《中國證券 登記結算(香港)有限公司H股“全流通”業務指南》) to specify the relevant escrow, custody, agent service of CSDC HK, arrangement for settlement and delivery and other relevant matters.

Regulations Relating To Foreign Currencies and Foreign Investment

Pursuant to the Regulations of the PRC for Foreign Exchange Control (《中華人民共和國外匯管理條例》) amended by the State Council and came into effect on August 5, 2008, foreign exchange payments under current account items shall be made using self-owned foreign currency or foreign currency purchased from financial institutions engaging in conversion and sale of foreign currencies by presenting valid documents. If onshore institutions or onshore individuals propose to make an offshore direct investment or offshore issuance or trading of negotiable securities or derivative products, they shall complete the registration as required by the foreign exchange administrative department under the State Council.

On November 19, 2012, the State Administration of Foreign Exchange promulgated the Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Policies for the Foreign Exchange

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Administration Direct Investment (Circular No. 59 of the SAFE) (《國家外匯管理局關於進一步改進和調整直接投 資外匯管理政策的通知》(國家外匯管理局第59號文)). The Circular No. 59 of the SAFE came into effect on December 17, 2012, revised on May 4, 2015 and October 10, 2018, and partially abolished on December 30, 2019. According to the Circular No. 59 of the SAFE, the opening of various special purpose foreign exchange accounts (such as the account for preliminary expenses, foreign exchange capital account and margin account), the reinvestment of RMB funds in China by foreign investors and the foreign exchange profits and dividends remitted by foreign enterprises to foreign shareholders need not be approved or verified by the SAFE, and the same entity can open multiple capital accounts in the different provinces. In February 2015, the SAFE issued the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment (《國家外匯管理局關於進一步簡化和改進直接投資外匯管 理政策的通知》) (partially abolished in December 2019), which stipulates that banks shall directly audit and handle foreign exchange registration under domestic direct investment and foreign exchange registration under overseas direct investment on behalf of the SAFE, the SAFE and its branches indirectly supervised the foreign exchange registration of direct investment through banks.

According to the Notice on Issues Concerning the Foreign Exchange Administration of Overseas Listing (《關於境外上市外匯管理有關問題的通知》) promulgated by the SAFE on December 26, 2014 and implemented on the same day, a domestic company shall, within 15 business days of the date of the end of its overseas listing issuance, register the overseas listing with the Administration of Foreign Exchange at the place of its establishment. The proceeds from an overseas listing of a domestic company may be remitted to the domestic account or deposited in an overseas account, but the use of the proceeds shall be consistent with the content of the document and other disclosure documents.

Pursuant to the Notice of the State Administration of Foreign Exchange on Reform of the Management Method for the Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises (《國家外匯管理局關於 改革外商投資企業外匯資本金結匯管理方式的通知》), or SAFE Circular 19, which was promulgated on March 30, 2015, came into effective on June 1, 2015 and was partially abolished on December 30, 2019, foreign-invested enterprises could settle their foreign exchange capital on a discretionary basis based on the actual needs of their business operations. Whilst, foreign-invested enterprises are prohibited to use the foreign exchange capital settled in RMB (a) for any expenditures beyond the business scope of the foreign-invested enterprises or forbidden by laws and regulations; (b) for direct or indirect securities investment; (c) to provide entrusted loans (unless permitted in the business scope), repay inter-company loans (including advances to third parties) or repay RMB bank loans that have been onlent to a third party; and (d) to purchase real estate not for self-use purposes (save for real estate enterprises).

On June 9, 2016, SAFE issued the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Accounts (《國家外匯管理局 關於改革和規範資本項目結匯管理政策的通知》), or SAFE Circular 16, which came into effect on the same day. The SAFE Circular 16 provides that discretionary foreign exchange settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding RMB capital converted from foreign exchange may be used to extend loans to related parties or repay inter-company loans (including advances by third parties). However, there remain substantial uncertainties with respect to SAFE Circular 16’s interpretation and implementation in practice.

On October 23, 2019, the SAFE promulgated the Notice on Further Facilitating Cross-Board Trade and Investment (《關於進一步促進跨境貿易投資便利化的通知》) which became effective on the same date (except for Article 8.2, which became effective on January 1, 2020). The notice cancels restrictions on domestic equity investments made with capital funds by non-investing foreign-funded enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic accounts for the realization of assets have been removed and restrictions on the use and foreign exchange settlement of foreign investors security deposits have been relaxed. Eligible enterprises in the pilot area are also allowed to use revenues under capital accounts, such as capital funds, foreign debt offering proceeds and remitted foreign listing proceeds for domestic payments without providing materials to the bank in advance for authenticity verification on an item by item basis, while the use of funds should be true, in compliance with applicable rules and conforming to the current administrative regulations for use of revenue from capital accounts.

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Internet Information Services On September 25, 2000, the State Council promulgated the Measures for the Administration of Internet Information Services (《互聯網信息服務管理辦法》), or the ICP Measures, as amended on January 8, 2011. Under the ICP Measures, the internet information service is categorized into commercial internet information services and non-commercial internet services. The operators of non-commercial internet information services must file with relevant governmental authorities.

Internet information service providers are required to monitor their websites. They may not post or disseminate any content that falls within prohibited categories provided by laws or administrative regulations and must stop providing any such content on their websites.

The Ministry of Industry and Information Technology, or the MIIT, released the Circular on Regulating the Use of Domain Names in Internet Information Services (《工業和信息化部關於規範互聯網信息服務使用域名的通 知》) on November 27, 2017, effective from January 1, 2018, which provides that the domain names used by the internet information service provider in providing internet information services shall be registered and owned by such internet information service provider, and if the internet information service provider is a legal entity, the domain name registrant shall be the legal entity (or any of its shareholders), or its principal or senior manager.

Regulations Relating to Internet Information Security and Privacy Protection The PRC Constitution states that the PRC laws protect the freedom and privacy of communications of citizens and prohibit infringement of such rights. PRC government authorities have enacted laws and regulations with respect to internet information security and protection of personal information from any abuse or unauthorized disclosure, including the Decision of the Standing Committee of the National People’s Congress on Internet Security Protection (《全國人民代表大會常務委員會關於維護互聯網安全的決定》) enacted and amended by the Standing Committee of the National People’s Congress, or the SCNPC, on December 28, 2000 and August 27, 2009, respectively, the Provisions on the Technical Measures for Internet Security Protection (《互聯 網安全保護技術措施規定》) issued by the Ministry of Public Security on December 13, 2005 and took effect on March 1, 2006, the Decision of the Standing Committee of the National People’s Congress on Strengthening Network Information Protection (《全國人民代表大會常務委員會關於加強網絡信息保護的決定》) promulgated by the SCNPC on December 28, 2012, the Several Provisions on Regulating the Market Order of Internet Information Services (《規範互聯網信息服務市場秩序若干規定》) promulgated by the MIIT on December 29, 2011, and the Provisions on Protection of Personal Information of Telecommunication and Internet Users (《電信 和互聯網用戶個人信息保護規定》) released by the MIIT on July 16, 2013, effective from September 1, 2013. Internet information in China is regulated and restricted from a national security standpoint.

The Provisions on Protection of Personal Information of Telecommunication and Internet Users regulate the collection and use of users’ personal information in the provision of telecommunications services and internet information services in the PRC. Telecommunication business operators and internet service providers are required to institute and disclose their own rules for the collection and use of users’ information.

Telecommunication business operators and internet service providers must specify the purposes, manners and scopes of information collection and uses, obtain consent of the relevant citizens, and keep the collected personal information confidential. Telecommunication business operators and internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information. Telecommunication business operators and internet service providers are required to take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Once users terminate the use of telecommunications services or internet information services, telecommunications business operators and internet information service providers shall stop the collection and use of the personal information of users and provide the users with services for deregistering their account numbers.

The Provisions on Protecting Personal Information of Telecommunication and Internet Users further define the personal information of user to include user name, birth date, identification number, address, phone number,

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Furthermore, according to the Interpretations on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information (《關於辦理侵犯公民個人 信息刑事案件適用法律若干問題的解釋》), or the Interpretations, issued by the Supreme People’s Court and the Supreme People’s Procuratorate on May 8, 2017 and took effect on June 1, 2017, personal information means various information recorded electronically or through other manners, which may be used to identify individuals or activities of individuals, including but not limited to the name, identification number, contact information, address, user account number and passcode, property ownership and whereabouts.

On November 1, 2015, the Ninth Amendment to the Criminal Law of the People’s Republic of China (《中 華人民共和國刑法修正案（九）》) issued by the SCNPC became effective, pursuant to which, any internet service provider that fails to comply with obligations related to internet information security administration as required by applicable laws and refuses to rectify upon order is subject to criminal penalty for (i) any large-scale dissemination of illegal information; (ii) any severe consequences due to the leakage of user information; (iii) any serious loss of criminal evidence; or (iv) other severe circumstances. Furthermore, any individual or entity that (i) sells or distributes personal information in a manner which violates relevant regulations, or (ii) steals or illegally obtains any personal information is subject to criminal penalty in severe circumstances.

On June 1, 2017, the Cyber Security Law of the People’s Republic of China (《中華人民共和國網絡安全 法》), or the Cyber Security Law, promulgated by SCNPC took effect, which is formulated to maintain network security, safeguard cyberspace sovereignty, national security and public interests, protect the lawful rights and interests of citizens, legal persons and other organizations, and require that a network operator, which includes, among others, internet information services providers, take technical measures and other necessary measures to safeguard the safe and stable operation of networks, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The Cyber Security Law reaffirms the basic principles and requirements set forth in other existing laws and regulations on personal information protections and strengthens the obligations and requirements of internet service providers, which include but are not limited to: (i) keeping all user information collected strictly confidential and setting up a comprehensive user information protection system; (ii) abiding by the principles of legality, rationality and necessity in the collection and use of user information and disclosure of the rules, purposes, methods and scopes of collection and use of user information; and (iii) protecting users’ personal information from being leaked, tampered with, destroyed or provided to third parties. Any violation of the provisions and requirements under the Cyber Security Law and other related regulations and rules may result in administrative liabilities such as warnings, fines, confiscation of illegal gains, revocation of licenses, suspension of business, and shutting down of websites, or, in severe cases, criminal liabilities. After the release of the Cyber Security Law, on May 2, 2017, the Cyberspace Administration of China, or the CAC, issued the Measures for Security Reviews of Network Products and Services (Trial) (《網絡產品和服務安全審查辦法（試行）》), which was later replaced by the Measures for Cybersecurity Review (《網絡安全審查辦法》), or the Review Measures, which became effective on June 1, 2020. The Review Measures establish the basic framework and principle for national security reviews of network products and services.

The recommended national standard, Information Security Technology Personal Information Security Specification (《信息安全技術-個人信息安全規範》), puts forward specific refinement requirements on the collection, preservation, use and commission processing, sharing, transfer, public disclosure, etc. Although it is not mandatory, in the absence of clear implementation rules and standards for the Cyber Security Law and other personal information protection, it will be used as the basis for making judgments and determinations.

Regulations Relating to Product Quality

According to the Product Quality Law of the People’s Republic of China (《中華人民共和國產品質量法》), or the Product Quality Law, which was effective as from September 1, 1993 and amended by the SCNPC on December 29, 2018 recently, products for sale must satisfy relevant safety standards and sellers shall adopt

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In addition to the Product Quality Law, there are also other PRC laws that apply to the product liability. On May 28, 2020, the National People’s Congress promulgated the Civil Code of the People’s Republic of China (《 中華人民共和國民法典》), or the PRC Civil Code, which took effect on January 1, 2021. Under the PRC Civil Code, if a product is found to be defective and to compromise the personal and property security of others, the victim may require compensation to be made by the manufacturer or the seller of the product. Where any manufacturer or seller knowingly produces or sells defective products or fails to take effective remedial measures in accordance with the PRC Civil Code and thus causes death or serious damage to the health of another person, such person shall be entitled to claim punitive damages.

Regulations Relating to Consumers Protection

According to the Consumers Rights and Interests Protection Law of the People’s Republic of China (《中 華人民共和國消費者權益保護法》), or the Consumers Rights and Interests Protection Law, which became effective on January 1, 1994 and was amended by the SCNPC on October 25, 2013 recently, business operators shall guarantee that the products and services they provide satisfy the requirements for personal or property safety, and provide consumers with authentic information about the quality, function, usage and term of validity of the products or services. The consumers whose interests have been damaged due to the products or services that they purchase or accept on the internet trading platforms may claim damages to sellers or service providers.

Regulations Relating to Leasing

Pursuant to the Law on Administration of Urban Real Estate of the People’s Republic of China (《中華人民 共和國城市房地產管理法》) promulgated by the SCNPC on July 5, 1994 and amended on August 26, 2019 recently, when leasing premises, the lessor and lessee are required to enter into a written lease contract, containing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties. Both lessor and lessee are also required to register the lease with the real estate administration department. If the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines.

According to the PRC Civil Code, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where a lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease if the lessee subleases the premises without the consent of the lessor. In addition, if the lessor transfers the premises, the lease contract between the lessee and the lessor will still remain valid.

On December 1, 2010, the Ministry of Housing and Urban-Rural Development promulgated the Administrative Measures for Leasing of Commodity Housing (《商品房屋租賃管理辦法》), which became effective on February 1, 2011. According to such measures, landlords and tenants are required to enter into lease contracts which should generally contain specified provisions, and lease contracts should be registered with the relevant construction or property authorities at municipal or county level within 30 days after its conclusion. If the lease contract is extended or terminated or if there is any change to the registered items, the landlord and the tenant are required to effect alteration registration, extension of registration or deregistration with the relevant construction or property authorities within 30 days after the occurrence of such extension, termination or alteration.

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Regulations Relating to Advertising

In 1994, the SCNPC promulgated the Advertising Law of the People’s Republic of China (《中華人民共和 國廣告法》), or the Advertising Law, which was amended on October 26, 2018 and became effective on the same date. The Advertising Law regulates commercial advertising activities in the PRC, and sets out the obligations of advertisers, advertising operators, advertising publishers and advertisement endorsers, and prohibits any advertisement from containing any obscenity, pornography, gambling, superstition, terrorism or violence-related content. Any advertiser in violation of such requirements on advertisement content will be ordered to cease publishing such advertisements and imposed a fine, the business license of such advertiser may be revoked, and the relevant authorities may revoke the approval document for advertisement examination and refuse to accept applications submitted by such advertiser for one year. In addition, any advertising operator or advertising publisher in violation of such requirements will be imposed a fine, and the advertisement fee received will be confiscated; in severe circumstances, the business license of such advertising operator or advertising publisher may be revoked.

The Interim Measures for the Administration of Internet Advertising (《互聯網廣告管理暫行辦法》), or the Internet Advertising Measures, regulating the internet-based advertising activities were adopted by the State Administration for Industry and Commerce, or the SAIC on July 4, 2016 and became effective on September 1, 2016. According to the Internet Advertising Measures, internet advertisers are responsible for the authenticity of the advertisements content and all online advertisements must be marked “Advertisement” so that viewers can easily identify them as such. Publishing and circulating advertisements through the internet shall not affect the normal use of the internet by users. It is not allowed to induce users to click on the content of advertisements by any fraudulent means, or to attach advertisements or advertising links in the emails without permission. In addition, the following internet advertising activities are prohibited: (i) providing or using any applications or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of other persons, (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization, or (iii) using fraudulent statistical data, transmission effect or matrices relating to online marketing performance to induce incorrect quotations, seek undue interests or harm the interests of others.

Regulations Relating to Unfair Competition

According to the Law against Unfair Competition of the People’s Republic of China (《中華人民共和國反 不正當競爭法》), or the Anti-Unfair Competition Law, promulgated by the SCNPC on September 2, 1993 and amended on November 4, 2017 and April 23, 2019, respectively, effective from April 23, 2019, operators shall not undermine their competitors by engaging in improper activities, including but not limited to, taking advantage of powers or influence to affect a transaction, market confusion, commercial bribery, misleading false publicity, infringement of trade secrets, perverse prize-giving sales sale and commercial libel. Any operator who violates the Anti-Unfair Competition Law by engaging in the foregoing unfair competition activities shall be ordered to cease such illegal activities, eliminate the influence of such activities or compensate for the damages caused to any party. The competent supervision and inspection authorities may also confiscate the illegal gains or impose fines on such operators.

Regulations Relating to Intellectual Property China has adopted comprehensive legislation governing intellectual property rights, including but not limited to copyrights, trademarks, patents and domain names. China is a signatory to the primary international conventions on intellectual property rights and has been a member of the Agreement on Trade Related Aspects of Intellectual Property Rights since its accession to the World Trade Organization in December 2001.

Copyright On September 7, 1990, the SCNPC promulgated the Copyright Law of the People’s Republic of China (《中華人民共和國著作權法》), or the PRC Copyright Law, effective on June 1, 1991 and the latest amendment will take effect on June 1, 2021. The amended PRC Copyright Law extends copyright protection to internet

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In order to further implement the Regulations on Computer Software Protection (《計算機軟件保護條例》), promulgated by the State Council on December 20, 2001 and recently amended on January 30, 2013, the National Copyright Administration issued the Measures for the Registration of Computer Software Copyright (《 計算機軟件著作權登記辦法》) on February 20, 2002, which specify detailed procedures and requirements with respect to the registration of software copyrights.

Trademark

According to the Trademark Law of the People’s Republic of China (《中華人民共和國商標法》) promulgated by the SCNPC on August 23, 1982, and recently amended on April 23, 2019, the Trademark Office of the SAIC is responsible for the registration and administration of trademarks in PRC. Registered trademarks are valid for ten years from the date the registration is approved. A registrant may apply to renew a registration within twelve months before the expiration date of the registration and the renewed registrations are valid for ten years. On April 29, 2014, the State Council issued the revised Implementing Regulations of the Trademark Law of the People’s Republic of China (《中華人民共和國商標法實施條例》), effective from May 1, 2014, which specifies the requirements of applying for trademark registration and renewal.

Patent

According to the Patent Law of the People’s Republic of China (《中華人民共和國專利法》), or the Patent Law, promulgated by the SCNPC on March 12, 1984 and recently amended on October 17, 2020 which will take effect on June 1, 2021, and the Implementation Rules of the Patent Law of the People’s Republic of China (《中 華人民共和國專利法實施細則》), or the Implementation Rules of the Patent Law, the patent administrative department under the State Council is responsible for the administration of patent-related work nationwide and the patent administration departments of provincial or autonomous regions or municipal governments are responsible for administering patents within their respective administrative areas. The Patent Law and Implementation Rules of the Patent Law provide for three types of patents, namely “inventions”, “utility models” and “designs”. Invention patents are valid for twenty years, utility model patents are valid for ten years, and design patents are valid for ten years pursuant to the currently effective Patent Law and fifteen years pursuant to the Patent Law (Revised in 2020) which will take effect on June 1, 2021, in each case from the date of application. An invention or a utility model must possess novelty, inventiveness and practical applicability to be patentable. Third Parties must obtain consent or a proper license from the patent owner to use the patent.

Domain Names

On August 24, 2017, the MIIT promulgated the Administrative Measures for Internet Domain Names (《互 聯網域名管理辦法》), or the Domain Name Measures, which became effective on November 1, 2017. The Domain Name Measures regulate the registration of domain names, such as China’s national top-level domain name “.CN.” The China Internet Network Information Center, or the CNNIC, issued the Administrative Regulations for Country Code Top-Level Domain Name Registration (《國家頂級域名註冊實施細則》) and Country Code Top-Level Dispute Resolutions Rules (《國家頂級域名爭議解決辦法》) on June 18, 2019, pursuant to which the CNNIC can authorize a domain name dispute resolution institution to decide domain name related disputes.

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Regulations Relating to Taxation

Income tax According to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所 得稅法》), or the EIT Law, which was promulgated on March 16, 2007, became effective from January 1, 2008 and amended on February 24, 2017 and December 29, 2018, respectively, a domestic enterprise which is established within the PRC in accordance with the laws shall be regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of any income generated within the PRC. A preferential EIT rate shall be applicable to any key industry or project which is supported or encouraged by the state.

Enterprises that are recognized as high and new technology enterprises in accordance with the Administrative Measures for the Determination of High and New Tech Enterprises issued by the Ministry of Science (《高新技術企業認定管理辦法》), which was promulgated on April 14, 2008, and amended on January 29, 2016, The Ministry of Science and Technology, the Ministry of Finance of the PRC, or the MOF, and the State Administration of Taxation of the PRC, or the SAT, are entitled to enjoy a preferential enterprise income tax rate of 15%. Under these measures, the validity period of the recognition as a high and new technology enterprise shall be three years from the date of issuance of the certificate. An enterprise can re-apply for such recognition before or after the previous certificate expires.

Value-Added Tax Pursuant to the Interim Regulations on Value-Added Tax of the People’s Republic of China (《中華人民共 和國增值稅暫行條例》), which was promulgated by the State Council on December 13, 1993 and amended on November 10, 2008, February 6, 2016 and November 19, 2017, respectively, and the Implementation Rules for the Interim Regulations on Value-Added Tax of the People’s Republic of China (《中華人民共和國增值稅暫行條 例實施細則》), which was promulgated by the MOF on December 13, 1993 and amended on December 15, 2008 and October 28, 2011, entities or individuals engaging in sale of goods, provision of processing services, repairs and replacement services or importation of goods within the territory of the PRC shall pay value-added tax, or VAT.

Unless provided otherwise, the rate of VAT is 17% on sales and 6% on the services. On April 4, 2018, the MOF and the SAT jointly promulgated the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment of Value-Added Tax Rates (《財政部、稅務總局關於調整增值稅稅率的通知》), or the Circular 32, according to which (i) for VAT taxable sales acts or import of goods originally subject to VAT rates of 17% and 11%, respectively, such tax rates shall be adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to tax rate of 11%, such tax rate shall be adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, such tax shall be calculated at the tax rate of 12%; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate shall be adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted to 10%. Circular 32 became effective on May 1, 2018 and shall supersede existing provisions which are inconsistent with Circular 32.

Since November 16, 2011, the MOF and the SAT have implemented the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax (《營業稅改徵增值稅試點方案》), or the VAT Pilot Plan, which imposes VAT in lieu of business tax for certain “modern service industries” in certain regions and eventually expanded to nation-wide application in 2013. According to the Implementation Rules for the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax (《營業稅改徵增值稅試點實施辦法》) released by the MOF and the SAT on the VAT Pilot Program, the “modern service industries” include research, development and technology services, information technology services, cultural innovation services, logistics support, lease of corporeal properties, attestation and consulting services. The Notice on comprehensively promoting the Pilot Plan of the Conversion of Business Tax to Value-Added Tax (《關於做好全面推開營改增試點工作的通知》), which was promulgated on April 29, 2016, became effective on the same date, respectively, sets out that VAT in lieu of business tax be collected in all regions and industries.

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On March 20, 2019, the MOF, the SAT and the General Administration of Customs jointly promulgated the Announcement on Relevant Policies for Deepening Value-Added Tax Reform (《關於深化增值稅改革有關政 策的公告》), which became effective on April 1, 2019 and provides that (i) with respect to VAT taxable sales acts or import of goods originally subject to VAT rates of 16% and 10% respectively, such tax rates shall be adjusted to 13% and 9%, respectively; (ii) with respect to purchase of agricultural products originally subject to tax rate of 10%, such tax rate shall be adjusted to 9%; (iii) with respect to purchase of agricultural products for the purpose of production or consigned processing of goods subject to tax rate of 13%, such tax shall be calculated at the tax rate of 10%; (iv) with respect to export of goods and services originally subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate shall be adjusted to 13%; and (v) with respect to export of goods and cross-border taxable acts originally subject to tax rate of 10% and export tax refund rate of 10%, the export tax refund rate shall be adjusted to 9%.

Value-added tax and invoice management In China, an invoice is a certificate that proves the costs, expenses, or income incurred by a company in the purchase and sale of goods, provision or reception of services, and other business activities. Invoices are the original certificates for accounting and are also an important basis for auditing agencies and taxation agencies for the inspection of corporate financial regulations.

In practice, since part of the entity providing related services are natural persons or individual industrial and commercial households, invoicing shall be handle on their behalf by the tax bureau, and the procedures are complicated where such part of the entity lacks professional capabilities in such regard. In response to the foregoing, the “Regulations on Implementation of Tax Administration Law of the People’s Republic of China” (《中華人民共和國稅收徵收管理法實施細則》) (this regulation was last updated in 2016 and is hereinafter referred to as the “Regulations on Implementation of Tax Administration Law”) promulgated by the State Council in 2002 has carried out corresponding regulations. According to the requirements under the Regulations on Implementation of Tax Administration Law, based on the principle of facilitating tax control and facilitating tax payment, the tax authority may, in accordance with relevant national regulations, entrust relevant units and personnel to collect scattered and off-site tax payments, and issue an entrusted collection certificate. The trustees and personnel shall collect taxes in the name of the tax authority in accordance with the requirements of the entrusted collection certificate, and the taxpayer shall not refuse. Institutions holding such entrusted collection certificates may undertake the business of the partner and subcontract the business to the above-mentioned natural persons or individual industrial and commercial households. They are entrusted to collect relevant taxes on individuals or individual industrial and commercial households, and obtain unified invoices issued by tax authorities, so as to solve difficulties in obtaining original accounting certificates such as invoices when the partner cooperates with natural persons or individual industrial and commercial households.

Regulations Relating to Employment and Social Welfare According to the Labor Contract Law of the People’s Republic of China (《中華人民共和國勞動合同法》), or the Labor Contract Law, promulgated by the SCNPC on June 29, 2007 and amended on December 28, 2012, and the Implementation Rules of the Labor Contract Law of the People’s Republic of China (《中華人民共和國勞 動合同法實施條例》), or the Implementation Rules of the Labor Contract Law, promulgated by the State Council on September 18, 2008, a written employment contract shall be concluded in the establishment of an employment relationship. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations. In addition, if an employer intends to enforce a non-compete provision in an employment contract or non-competition agreement with an employee, it has to compensate the employee on a monthly basis during the term of the restriction period after the termination or expiry of the labor contract. Employers in most cases are also required to provide severance payment to their employees after their employment relationships are terminated.

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Pursuant to the Social Insurance Law of the People’s Republic of China (《中華人民共和國社會保險法》), which was promulgated by the SCNPC on October 28, 2010, effective on July 1, 2011 and last amended on December 29, 2018, the Interim Regulations on the Collection of Social Insurance Fees (《社會保險費征繳暫行條 例》), issued by the State Council on January 22, 1999 and last amended on March 24, 2019, and the Regulations on the Administration of Housing Provident Funds (《住房公積金管理條例》), issued by the State Council on April 3, 1999 and last amended on March 24, 2019, enterprises in China are required to participate in certain employee benefit plans, including social insurance funds and housing provident funds, and contribute to the funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located.

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OVERVIEW The history of our Group can be traced back to December 2016, when our Company was established in Beijing as a limited liability company, funded by our founder, Mr. TANG Yongbo (“Mr. Tang”), with his own funds. See “Directors, Supervisors and Senior Management” in this document for the relevant industry experience of Mr. Tang. Our Company is the largest power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. As of December 31, 2020, our power bank sharing services covered over 710,000 points of interest, or POIs, and we had placed approximately 6.0 million power banks in service. Our strong position in the industry in terms of user reach has enabled us to serve over 237 million registered users as of December 31, 2020.

MILESTONES The following table summarizes various key milestones in our corporate and business development: Year Milestone

2016 Our Company was established in Beijing.

2017 Our proprietary cloud platform, “Xpower Cloud”, was launched.

We were rewarded the prize of High Growth Company of the Year (年度高成長公司)by 36kr.com (36氪).

2018 We were rewarded the Global Trends Case Award (環球趨勢案例獎) by Huanqiu.com (環 球網).

2019 We were admitted as the Member of Council of the Internet Society of China (中國互聯網 協會理事成員單位) by Internet Society of China (中國互聯網協會).

Our registered users exceeded 170.0 million with a business coverage in over 1,600 cities and counties in China.

2020 Our Company was converted into a joint stock company with limited liability.

We were named on the Hangzhou Unicorn Enterprise List (杭州獨角獸企業榜單) promulgated by Hangzhou Venture Capital Association (杭州市創業投資協會).

Our registered users exceeded 200.0 million with a business coverage in over 1,700 cities and counties in China.

ESTABLISHMENT AND MAJOR SHAREHOLDING CHANGES OF OUR COMPANY Our Company was established in Beijing as a limited liability company on December 6, 2016 with an initial registered capital of RMB1,000,000. At the time of its establishment, our Company was known as Beijing Yidianyuan Network Technology Co., Ltd. (北京伊電園網絡科技有限公司) and wholly owned by Mr. Tang. Our Company was renamed as Hangzhou Yidianyuan Network Technology Co., Ltd. (杭州伊電園網絡科技有限公司) in March 2020, and further renamed as Hangzhou Xpower Technology Co., Ltd. (杭州小電科技股份有限公司)in June 2020.

Since the establishment, our Company has undertaken a series of capital increases and transfers to raise funds and to bring in new shareholders to our Company. The major shareholding changes of our Company are set out below:

1. Share Transfer in January 2017 On January 4, 2017, Mr. Tang transferred 25% equity interests in our Company held by him to Hangzhou Xpower Investment Management Partnership (Limited Partnership) (杭州小電投資管理合夥企業（有限合夥）) (“Xpower Investment”), a limited partnership established in December 2016 as the shareholding platform of the founding team and the then core employees of our Company.

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On the same date, certain investors (the “Founding Investors”) entered into separate share transfer agreements with Mr. Tang, pursuant to which Mr. Tang agreed to transfer an aggregate of 15% equity interests in our Company held by him to such investors at nil consideration as a reward to these investors for the capital contribution provided by them to Mr. Tang during the start-up stage. Out of the 15% of equity interests, 10% were transferred directly by Mr. Tang to these investors, and the rest 5% were indirectly completed by transferring 20% of Mr. Tang’s interests in Xpower Investment to the Founding Investors.

The shareholding structure of our Company upon completion of above share transfers was as set forth below:

Registered capital Shareholding Name of Shareholders (RMB) percentage

Mr. Tang 650,000 65.00%

Xpower Investment 250,000 25.00%

Shanghai Detong Yimin Consumer Industry Equity Investment Fund Center 26,115 2.61% (Limited Partnership) (上海德同益民消費產業股權投資基金中心（有限合夥）) (“Shanghai Detong”)

Shenzhen CMB Zhanyi Investment Management Partnership (Limited 26,115 2.61% Partnership) (深圳市招銀展翼投資管理合夥企業（有限合夥）)(“CMB Zhanyi”)

Hangzhou Yunchuang Venture Capital Partnership (Limited Partnership) (杭州雲 23,363 2.34% 創創業投資合夥企業（有限合夥）)(“Hangzhou Yunchuang”)

Hangzhou Yunzhi Investment Partnership (Limited Partnership) (杭州雲智投資合 8,730 0.87% 夥企業（有限合夥）)(“Hangzhou Yunzhi”)

Chengdu Detong Yinke Jincheng Venture Capital Partnership (Limited 7,838 0.78% Partnership) (成都德同銀科錦程創業投資合夥企業（有限合夥）)(“Chengdu Detong”)

Chongqing Detong Linghang Venture Capital Center (Limited Partnership) (重慶 7,838 0.78% 德同領航創業投資中心（有限合夥）)(“Chongqing Detong”)

Total 1,000,000 100.00%

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2. Series Angel Financing On December 28, 2016, certain investors agreed to subscribe an aggregate of RMB190,476 of increased registered capital of our Company (the “Series Angel Financing”). Below table summarizes the registered capital subscribed and relevant consideration:

Registered capital subscribed Consideration Investors (RMB) (RMB)

Suzhou GSR Zhaohua Venture Capital Partnership (Limited Partnership) (蘇州金 59,524 5.0 million 沙江朝華創業投資合夥企業（有限合夥）)(“GSR I”) Suzhou GSR Zhaohua II Venture Capital Partnership (Limited Partnership) (蘇 59,524 5.0 million 州金沙江朝華二期創業投資合夥企業（有限合夥）)(“GSR II”) Hangzhou Youhan Investment Management Co., Ltd. (杭州有漢投資管理有限公 59,524 4.0 million 司)(“Hangzhou Youhan”) Tianjin Qingzhe Venture Capital Partnership (Limited Partnership) (天津慶喆創 11,905 0.8 million 業投資合夥企業（有限合夥）)(“Tianjin Qingzhe”)

The considerations were determined based on arm’s length negotiation between the parties taking into account the industry prospects and the extensive experience of our management team and were fully settled on January 9, 2017. Upon completion of the Series Angel Financing, the registered capital of our Company was increased from RMB1,000,000 to RMB1,190,476 and the shareholding structure of our Company was set out as below:

Registered capital Name of Shareholders (RMB) Shareholding percentage

Mr. Tang ...... 650,000 54.60% Xpower Investment ...... 250,000 21.00% GSR I ...... 59,524 5.00% GSR II ...... 59,524 5.00% Hangzhou Youhan...... 59,524 5.00% Shanghai Detong...... 26,115 2.19% CMB Zhanyi ...... 26,115 2.19% Hangzhou Yunchuang...... 23,363 1.96% Tianjin Qingzhe ...... 11,905 1.00% Hangzhou Yunzhi ...... 8,730 0.73% Chengdu Detong ...... 7,838 0.66% Chongqing Detong ...... 7,838 0.66% Total ...... 1,190,476 100.00%

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3. Series A Financing On March 31, 2017, certain investors agreed to subscribe an aggregate of RMB193,035 of increased registered capital our Company (the “Series A Financing”). The considerations of such increased share capital were determined based on arm’s length negotiation between the parties taking into account our fast growth and the industry prospects and were fully settled on April 14, 2017. Upon completion of the Series A Financing, the registered capital of our Company was increased from RMB1,190,476 to RMB1,383,511. Below table summarizes the registered capital subscribed and relevant consideration:

Registered capital subscribed Consideration Investors (RMB) (RMB)

Linzhi Lixin Information Technology Co., Ltd. (林芝利新信息技 術有限公司)(“Linzhi Lixin”)...... 55,340 12,000,000 Shanghai Yuanjing Investment Management Partnership (Limited Partnership) (上海圓景投資管理合夥企業（有限合夥 ）)(“Shanghai Yuanjing”) ...... 55,340 12,000,000 Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) (杭州鼎暉新趨勢股權投資合夥企業（有 限合夥）)(“Hangzhou CDH”)...... 27,670 6,000,000 Hangzhou Daocin Investment Partnership (Limited Partnership) (杭州道昇投資合夥企業（有限合夥）)(“Hangzhou Daocin”) ...... 13,835 3,000,000 GSR I...... 9,652 2,092,875 GSR II ...... 9,652 2,092,875 Hangzhou Youhan ...... 9,652 2,092,875 Shanghai Detong ...... 4,183 907,147 Hangzhou Yunchuang ...... 3,753 813,888 Hangzhou Yunzhi...... 1,369 296,920 Chengdu Detong ...... 1,293 280,465 Chongqing Detong ...... 1,293 280,465

4. Share Transfer in April 2017 On April 26, 2017, to convert the indirect shareholding in our Company held by the Founding Investors through Xpower Investment into direct shareholding, all of them entered into a share transfer agreement with Xpower Investment, pursuant to which Xpower Investment agreed to transfer a total of 3.6% of the equity interests in our Company held by it (as diluted by the Series Angel Financing and the Series A Financing) to such investors and in consideration these investors transferred the 20% of the equity interests in Xpower Investment to Mr. Tang.

On the same day, each of Zhuhai Zhongrui Investment Center (Limited Partnership) (珠海眾銳投資中心（ 有限合夥）)(“Zhuhai Zhongrui”) and Deqing Brandon Investment Management Partnership (Limited Partnership) (德清布朗登投資管理合夥企業（有限合夥）)(“Deqing Brandon”) entered into a share transfer agreement with CMB Zhanyi, pursuant to which CMB Zhanyi agreed to transfer 1.00% and 0.88% of equity interests in our Company held by it to Zhuhai Zhongrui and Deqing Brandon at the consideration of RMB3.0 million and RMB2.7 million, respectively. The considerations were determined based on arm’s length negotiation between the parties taking into account our fast growth, research and development of our products and the industry prospects and were fully settled on May 5, 2017.

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Immediately following the completion of the Series A Financing and above share transfer, the shareholding structure of our Company was set out as below:

Registered capital Name of Shareholders (RMB) Shareholding percentage

Mr. Tang ...... 650,000 46.98% Xpower Investment ...... 200,000 14.46% Hangzhou Youhan...... 79,466 5.74% GSR I ...... 69,176 5.00% GSR II ...... 69,176 5.00% Linzhi Lixin ...... 55,340 4.00% Shanghai Yuanjing ...... 55,340 4.00% Shanghai Detong...... 43,357 3.13% Hangzhou Yunchuang...... 38,799 2.80% Hangzhou CDH ...... 27,670 2.00% Tianjin Qingzhe ...... 14,672 1.06% Hangzhou Yunzhi ...... 14,465 1.05% Zhuhai Zhongrui ...... 13,835 1.00% Hangzhou Daocin...... 13,835 1.00% Chengdu Detong ...... 13,050 0.94% Chongqing Detong ...... 13,050 0.94% Deqing Brandon...... 12,280 0.89% Total ...... 1,383,511 100.00%

5. Series B Financing On May 3, 2017, certain investors agreed to subscribe an aggregate of RMB401,017 of increased registered capital of our Company (the “Series B Financing”). The considerations were determined based on arm’s length negotiation between the parties taking into account our fast growth, research and development of our products and the industry prospects and were fully settled on June 9, 2017. Upon completion of the Series B Financing, the registered capital of our Company was increased from RMB1,383,511 to RMB1,784,528. Below table summarizes the increased registered capital purchased by such investors and the relevant consideration.

Registered capital subscribed Consideration Investors (RMB) (RMB)

Linzhi Lixin ...... 123,112 71,188,405 Shanghai Yuanjing ...... 33,886 19,594,203 Xizang Rong’an Growth Investment Center (Limited Partnership) (西藏榕 安成長投資中心（有限合夥）)(“Xizang Rong’an”) ...... 89,226 51,594,203 Beijing Sequoia Chenxin Management Consulting Center (Limited Partnership) (北京紅杉辰信管理諮詢中心（有限合夥）)(“Sequoia Chenxin”)...... 107,072 61,913,043 Suzhou Kinzon Yuanxin Equity Investment Partnership (Limited Partnership) (蘇州昆仲元昕股權投資合夥企業（有限合夥）)(“Suzhou Kinzon”)...... 17,845 10,318,841 Hangzhou CDH ...... 8,020 4,637,681 Zhuhai Zhongrui ...... 21,855 12,637,678

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Immediately following the completion of the Series B Financing, the shareholding structure of our Company was set out as below:

Registered capital Name of Shareholders (RMB) Shareholding percentage

Mr. Tang ...... 650,000 36.42% Xpower Investment ...... 200,000 11.21% Linzhi Lixin ...... 178,453 10.00% Sequoia Chenxin ...... 107,072 6.00% Shanghai Yuanjing ...... 89,226 5.00% Xizang Rong’an...... 89,226 5.00% Hangzhou Youhan...... 79,466 4.45% GSR I ...... 69,176 3.88% GSR II ...... 69,176 3.88% Shanghai Detong...... 43,357 2.43% Hangzhou Yunchuang...... 38,799 2.17% Zhuhai Zhongrui ...... 35,691 2.00% Hangzhou CDH ...... 35,691 2.00% Suzhou Kinzon ...... 17,845 1.00% Tianjin Qingzhe ...... 14,672 0.82% Hangzhou Yunzhi ...... 14,465 0.81% Hangzhou Daocin...... 13,835 0.78% Chengdu Detong ...... 13,050 0.73% Chongqing Detong ...... 13,050 0.73% Deqing Brandon...... 12,280 0.69% Total ...... 1,784,528 100.00%

6. Series B+ Financing On January 26, 2018, certain investors agreed to subscribe an aggregate of RMB62,983 of increased registered capital of our Company. Below table summarizes the increased share capital purchased by such investors and relevant consideration (the “Series B+ Financing”). The considerations of such increased registered capital were determined based on arm’s length negotiation between the parties taking into account fast growth of our business development and the industry prospects and were fully settled on February 11, 2018. Upon completion of the Series B+ Financing, the registered capital of our Company was increased from RMB1,784,528 to RMB1,847,511. Below table summarizes the increased share capital purchased by such investors and the relevant consideration.

Registered capital subscribed Consideration Investors (RMB) (RMB)

Suning.com Co., Ltd. (蘇寧易購集團股份有限公司)(“Suning.com”)...... 26,243 25,000,000 Suning Financial Services (Shanghai) Co., Ltd. (上海蘇寧金融服務集團有限公司) (“Suning Financial Services”)...... 26,243 25,000,000 GSR II...... 2,099 2,000,000 Hangzhou CDH...... 2,099 2,000,000 Sequoia Chenxin ...... 3,674 3,500,000 Xizang Rong’an ...... 2,624 2,500,000

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Immediately following the completion of the Series B+ Financing, the shareholding structure of our Company was set out as below:

Registered capital Name of Shareholders (RMB) Shareholding percentage

Mr. Tang ...... 650,000 35.18% Xpower Investment ...... 200,000 10.83% Linzhi Lixin ...... 178,453 9.66% Sequoia Chenxin ...... 110,746 5.99% Xizang Rong’an...... 91,851 4.97% Shanghai Yuanjing ...... 89,226 4.83% GSR II ...... 71,275 3.86% GSR I ...... 69,176 3.74% Hangzhou Youhan...... 68,066 3.68% Shanghai Detong...... 43,357 2.35% Hangzhou Yunchuang...... 38,799 2.10% Hangzhou CDH ...... 37,790 2.05% Zhuhai Zhongrui ...... 35,691 1.93% Suning.com...... 26,243 1.42% Suning Financial Services ...... 26,243 1.42% Suzhou Kinzon ...... 17,845 0.97% Tianjin Qingzhe ...... 14,672 0.79% Hangzhou Yunzhi ...... 14,465 0.78% Hangzhou Daocin...... 13,835 0.75% Chengdu Detong ...... 13,050 0.71% Chongqing Detong ...... 13,050 0.71% Deqing Brandon...... 12,280 0.66% Hangzhou Zhonghuan ...... 11,400 0.62% Total ...... 1,847,511 100.00%

7. Share Transfer in March 2020 On March 20, 2020, Hangzhou Zhonghuan Leading Investment Management Partnership (Limited Partnership) (杭州中寰領創投資管理合夥企業（有限合夥）)(“Hangzhou Zhonghuan”) entered into a share transfer agreement with Hangzhou Youhan, pursuant to which Hangzhou Youhan agreed to transfer 0.64% of the equity interests in our company held by it to Hangzhou Zhonghuan at the consideration of RMB6.0 million, which was determined based on arm’s length negotiation between the parties and were fully settled on May 25, 2020.

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8. Share Transfer in April 2020 In April 2020, Mr. Tang and Xpower Investment transferred a total of 8.06% of equity interests in our Company to certain investors as well as Hangzhou Zhixin Enterprise Management Consulting Partnership (Limited Partnership) (杭州智莘企業管理諮詢合夥企業（有限合夥）)(“Hangzhou Zhixin”), an employee stock ownership platform of our Group, through a series of share transfers. Below table summarizes the transferred equity interests, considerations and settlement date of such transfers. The consideration was determined based on arm’s length negotiation between the parties taking into account the development of our Company in past few years at the time of such share transfer.

Percentage of the transferred equity Consideration Transferors Transferees interests (RMB) Settlement date HOU Beibei (侯貝貝) 0.60% 15.0 million April 24, 2020 Hangzhou Yuanjing Equity Investment Partnership (Limited Partnership) (杭州圓 1.20% 30.0 million April 24, 2020 景股權投資合夥企業 （有限合夥）) (“Hangzhou Yuanjing”) LIU Rui (劉睿) 0.82% 20.5 million April 28, 2020 Zhuhai Zhongyan Investment Enterprise (Limited Mr. Tang Partnership) (珠海眾 1.45% 36.4 million April 30, 2020 琰投資企業（有限合 夥）)(“Zhuhai Zhongyan”) Hexin Enterprise Management Consulting Partnership (Limited 0.73% 18.2 million May 22, 2020 Partnership) (湖州禾 信企業管理諮詢合夥 企業（有限合夥）) (“Huzhou Hexin”) Hangzhou Zhixin 1.97% 3.5 million April 23, 2021 Xpower Hangzhou Daocin 1.29% 3.0 million July 13, 2020 Investment

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Immediately following the completion of the above share transfers, the shareholding structure of our Company was set out as below:

Registered capital Name of Shareholders (RMB) Shareholding percentage Mr. Tang ...... 524,970 28.42% Linzhi Lixin ...... 178,453 9.66% Xpower Investment ...... 176,190 9.54% Sequoia Chenxin ...... 110,746 5.99% Xizang Rong’an...... 91,851 4.97% Shanghai Yuanjing ...... 89,226 4.83% GSR II ...... 71,275 3.86% GSR I ...... 69,176 3.74% Hangzhou Youhan...... 68,066 3.68% Shanghai Detong...... 43,357 2.35% Hangzhou Yunchuang...... 38,799 2.10% Hangzhou CDH ...... 37,790 2.05% Hangzhou Daocin...... 37,645 2.04% Hangzhou Zhixin ...... 36,350 1.97% Zhuhai Zhongrui ...... 35,691 1.93% Zhuhai Zhongyan ...... 26,863 1.45% Suning.com...... 26,243 1.42% Suning Financial Services ...... 26,243 1.42% Hangzhou Yuanjing...... 22,170 1.20% Suzhou Kinzon ...... 17,845 0.97% Liu Rui ...... 15,113 0.82% Tianjin Qingzhe ...... 14,672 0.79% Hangzhou Yunzhi ...... 14,465 0.78% Huzhou Hexin ...... 13,450 0.73% Chengdu Detong ...... 13,050 0.71% Chongqing Detong ...... 13,050 0.71% Deqing Brandon...... 12,280 0.66% Hangzhou Zhonghuan ...... 11,400 0.62% Hou Beibei ...... 11,085 0.60% Total ...... 1,847,511 100.00%

9. Conversion into a Joint Stock Limited Liability Company On June 17, 2020, our Board passed resolutions approving, among other matters, the conversion of our Company from a limited liability company into a joint stock company with limited liability. Pursuant to the promoters’ agreement dated the same day entered into by all the then existing Shareholders, all promoters approved the conversion of the net assets value of our Company as of April 30, 2020 into 60,000,000 Shares of our Company. On June 18, 2020, our Company convened our inaugural meeting and our first general meeting, and passed related resolutions approving, among other matters, the conversion into a joint stock company with limited liability and the Articles of Association. Upon completion of the conversion, the registered capital of our Company became RMB60,000,000 divided into 60,000,000 Shares with a nominal value of RMB1.00 each, which were subscribed by all the then existing Shareholders in proportion to their respective equity interests in our Company before the conversion. The conversion was completed on June 24, 2020.

10. Series C Financing

On December 21, 2020, each of Shanghai Fengbao Information Technology Co., Ltd. (上海風報信息科技有 限公司)(“Shanghai Fengbao”) and Linzhi Lixin agreed to inject capital to our Company. Below table summarizes the increased registered capital subscribed by such investors and relevant consideration (the “Series

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C Financing”). Upon completion of the Series C Financing, the registered capital of the Company was increased from RMB60,000,000 to RMB63,576,252.

Shares subscribed Consideration Investors (RMB) (RMB) Shanghai Fengbao...... 3,157,667 226,309,993.89 Linzhi Lixin...... 418,585 29,999,986.95

The considerations of such increased share capital were determined based on arm’s length negotiation between the parties taking into account our industry position, business scales and development prospects and were fully settled on December 28, 2020. The shareholding structure of our Company upon completion of the Series C Financing was as set forth below:

Name of Shareholders Issued Shares Shareholding percentage Mr. Tang ...... 17,048,977 26.82% Linzhi Lixin...... 6,214,040 9.77% Xpower Investment ...... 5,721,983 9.00% Sequoia Chenxin...... 3,596,591 5.66% Shanghai Fengbao ...... 3,157,667 4.97% Xizang Rong’an...... 2,982,955 4.69% Shanghai Yuanjing ...... 2,897,727 4.56% GSR II ...... 2,314,734 3.64% GSR I ...... 2,246,553 3.53% Hangzhou Youhan ...... 2,210,526 3.48% Shanghai Detong ...... 1,408,053 2.21% Hangzhou Yunchuang...... 1,260,025 1.98% Hangzhou CDH ...... 1,227,272 1.93% Hangzhou Daocin ...... 1,222,551 1.92% Hangzhou Zhixin ...... 1,180,500 1.86% Zhuhai Zhongrui ...... 1,159,091 1.82% Zhuhai Zhongyan...... 872,400 1.37% Suning.com...... 852,273 1.34% Suning Financial Services...... 852,273 1.34% Hangzhou Yuanjing...... 720,000 1.13% Suzhou Kinzon ...... 579,545 0.91% Liu Rui ...... 490,800 0.77% Tianjin Qingzhe...... 476,482 0.75% Hangzhou Yunzhi ...... 469,760 0.74% Huzhou Hexin ...... 436,800 0.69% Chengdu Detong ...... 423,815 0.67% Chongqing Detong ...... 423,815 0.67% Deqing Brandon ...... 398,816 0.63% Hangzhou Zhonghuan ...... 370,228 0.58% Hou Beibei ...... 360,000 0.57% Total ...... 63,576,252 100.00%

As advised by our PRC legal advisors, our Company has complied with applicable PRC laws and regulations in relation to the changes of shareholdings as set out above.

See “— Our Shareholding and Corporate Structure — Immediately Prior to the [REDACTED]” for the corporate and shareholding structure of our Group immediately after the Series C Financing and prior to the [REDACTED].

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OUR PRINCIPAL SUBSIDIARIES As at the Latest Practicable Date, we had four wholly-owned subsidiaries. In addition to our Company, we also conducted our principal businesses through Hangzhou Youdian. Hangzhou Youdian was established in the PRC on February 5, 2018 with a registered capital of RMB1.0 million, which was later increased to RMB10.0 million. It has been wholly owned by our Company since its establishment.

ACQUISITIONS, MERGERS AND DISPOSALS Throughout the Track Record Period and as at the Latest Practicable Date, we did not conduct any major acquisitions, mergers or disposals.

PRE-[REDACTED] INVESTMENTS PRINCIPAL TERMS OF THE PRE-[REDACTED] INVESTMENTS

Series Angel Series A Series B Series B+ Series C Financing Financing Financing Financing Financing

Date of January 9, 2017 April 14, 2017 June 9, 2017 February 11, December 28, settlement 2018 2020 Cost per RMB2.39 RMB6.68 RMB17.81 RMB29.33 RMB71.67 Share(1) Amount of RMB190,476 RMB193,035 RMB401,017 RMB62,983 RMB3,576,252 registered capital subscribed Number of 6,185,923(3) 6,269,029(3) 13,023,479(3) 2,045,444(3) 3,576,252 Shares subscribed Total RMB14.8 RMB41.9 RMB231.9 RMB60.0 RMB256.3 consideration million million million million million Corresponding RMB92.5 RMB305.7 RMB1,031.9 RMB1,760.0 RMB4,556.5 valuation of the million million million million million Company Discount to the [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] mid-point of the indicative [REDACTED] range(2) Use of proceeds We utilized the proceeds to finance our business expansion activities and product upgrading and fund our daily operations As of the Latest Practicable Date, all of the proceeds from the Series Angel Financing, Series A Financing, Series B Financing and Series B+ Financing had been utilized by our Group and we had used 46% of net proceeds from the Series C Financing. Lock-up Period Pursuant to the applicable PRC law, within the 12 months following the [REDACTED], all current Shareholders (including the Pre-[REDACTED] Investors) could not dispose of any of the Shares held by them. Strategic At the time of the Pre-[REDACTED] Investments, our Directors were of the view that benefits (i) our Company would benefit from the additional capital provided by the Pre-[REDACTED] Investors and their knowledge and experience and (ii) the Pre-[REDACTED] Investments demonstrated the Pre-[REDACTED] Investors’ confidence in the operation and development of our Group.

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Notes: (1) As adjusted to reflect subsequent capital injections or share conversions, as applicable. (2) The discount to the [REDACTED] is calculated based on the assumption that the [REDACTED] is HK$[REDACTED] per H Share (being the mid-point of the indicative [REDACTED] range). (3) Equals to the Shares issued to the relevant Pre-[REDACTED] Investors on a pro rata basis upon the conversion of our Company into a joint stock company with limited liability company reflecting the registered capital held by them before such conversion.

Information relating to the Pre-[REDACTED] Investors The background information of our Pre-[REDACTED] Investors is set out below. Name of the Pre-[REDACTED] Investors Background

Tencent Group Linzhi Lixin is a limited liability company established under the laws of the PRC. As of the Latest Practicable Date, Linzhi Lixin was wholly owned by Shenzhen Litong Industrial Investment Fund Co., Ltd. (深圳市利通產業投資基金 有限公司), which is a subsidiary of Tencent Holdings Limited, a company incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange (stock code: 700, together with its subsidiaries, “Tencent Group”).

Sequoia Capital China Sequoia Chenxin is a limited partnership established under the laws of the PRC and primarily engaged in investment holding. The general partner of Sequoia Chenxin is Beijing Sequoia Kunde Investment Management Center (Limited Partnership.) (北京紅杉坤德投資管理中心（有限合夥）), which is ultimately controlled by Zhou Kui (周逵). Sequoia Chenxin is an Independent Third Party.

Ant Group Shanghai Fengbao is a limited liability company established under the laws of the PRC and indirectly controlled by Ant Group Co., Ltd. (螞蟻科技集團股份有 限公司)(“Ant Group”), which was an Independent Third Party. Ant Group is a technology company that provides comprehensive digital payment services and offers digital financial services and digital daily life services for consumers and small and micro businesses, or SMBs, in China and across the world. It collaborates with global partners to bring sustainable, inclusive financial services to unserved and underserved users.

Gaorong Capital Xizang Rong’an is a limited partnership established under the laws of the PRC and under the management of Gaorong Capital (高榕資本), which was an Independent Third Party. Gaorong Capital is focused on early and growth-stage investments, with a specialty in new consumption and technology and has been backed by a world-class group of investors.

Yuanjing Capital Shanghai Yuanjing is a limited partnership established under the laws of the PRC. Shanghai Yuanjing is managed by Hangzhou Yuanjing Investment Management Co., Ltd. (杭州圓璟投資管理有限公司)) (“Yuanjing Capital”) that is owned as to 51% and 49% by Guo Qinghang (郭慶杭) and Wu Hanyuan (吳漢 源), which were Independent Third Parties. Hangzhou Yuanjing is a limited partnership established under the laws of the PRC. Hangzhou Yuanjing is managed by Hangzhou Yuanjing Yijiu Equity Investment Management Partnership Enterprise (Limited Partnership) (杭州圓璟 一久股權投資管理合夥企業（有限合夥）), which is further controlled and managed by Yuanjing Capital. Yuanjing Capital is an investment fund focusing on the consumer internet, enterprise services, digital health and advanced computing.

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Name of the Pre-[REDACTED] Investors Background Suzhou GSR GSR I and GSR II are both under the management of Suzhou GSR Zhoahua Venture Capital Management Co., Ltd. (蘇州金沙江朝華創業投資管理有限公司) (“Suzhou GSR”), which is controlled as to 51% by Mr. Zhu Xiaohu, a non-executive Director. Please refer to the section headed “Directors, Supervisors and Senior Management” for further details of Mr. Zhu Xiaohu.

Hangzhou Youhan Hangzhou Youhan is a limited liability company established under the laws of the PRC and owned as to 60% and 40% by Wang Gang (王剛) and Sun Xiaohogn (孫曉紅), respectively, which were Independent Third Parties.

Detong Capital Each of Shanghai Detong, Chengdu Detong and Chongqin Detong is a limited partnership established under the laws of the PRC under the management of Detong Capital. Detong Capital, a private equity fund in China, has been rooted in key domestic high-growth industries for more than ten years. Detong Capital focuses on different stages in the fields of TMT, healthcare, and high-end manufacturing with assets under management of approximately RMB20 billion. Detong Capital was an Independent Third Party.

IN Capital Both Hangzhou Yunchuang and Hangzhou Yunzhi are limited partnerships established under the PRC laws and the management of IN Capital, a venture capital fund based in China. IN Capital is a value-oriented, research-driven investment fund focusing on early innovation in data intelligence, enterprise services, and consumption upgrades. IN Capital was an Independent Third Party.

CDH Investments Hangzhou CDH is a limited partnership established under the laws of the PRC and under the management of CDH Investments, which is an Independent Third Party. Established in 2002, CDH Investments is an investment fund focusing on Chinese market with over RMB160 billion of assets under management as of January 2020.

Daocin Capital Hangzhou Daocin is a limited partnership established under the laws of the PRC and under the management of Daocin Capital, which was an Independent Third Party. Daocin Capital, founded in 2015, is an investment fund mainly focusing on investment in early-stage entrepreneurial projects in the field of large consumption, digital economy, high-end equipment manufacturing, 5G-based mobile internet and big data applications.

Zhuhai Zhongrui Zhuhai Zhongrui is a partnership incorporated under the laws of the PRC. Xu Wei (徐薇) is the general partner of Zhuhai Zhongrui and is interested in this partnership as to 9.1%. The largest limited partner of Zhuhai Zhongrui is Zhang Ling (張苓) who owns 90.9% of interests of Zhuhai Zhongrui. Both Xu Wei and Zhang Ling were Independent Third Parties.

Zhuhai Zhongyan Zhuhai Zhongyan is a partnership incorporated under the laws of the PRC and under the management of Shanghai Hualiang Investment Management Co., Ltd. (上海華亮投資管理有限公司)(“Shanghai Hualiang”). Shanghai Hualiang is owned by Pan Zexin (潘則欣) and Liu Yinuo (劉以諾) as to 60% and 40%, respectively, which were Independent Third Parties.

Suning Group Suning.com is a company listed on the SZSE (SZSE: 002024). Suning Financial Services is controlled by Suning.com. Both Suning.com and Suning Financial Services are operating entities of Suning Group which was an Independent Third Party. Suning Group is a leading retail service provider based in China aiming to comprehensively covering consumers’ life needs.

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Name of the Pre-[REDACTED] Investors Background Suzhou Kinzon Suzhou Kinzon is a partnership incorporated under the laws of the PRC and under the management of Kinzon (Shenzhen) Equity Investment Management Co., Ltd. (昆仲（深圳）股權投資管理有限公司)(“Kinzon Capital”), which is controlled by Xu Minxiu (徐敏秀), an Independent Third Party, as to 33%. Kinzon Capital focuses on investing in early and growing companies with technological innovation and model innovation in the field of cutting-edge technology, innovative consumption, education and etc.

Tianjin Qingzhe Tianjin Qingzhe is a partnership incorporated under the laws of the PRC. The general partner of Tianjin Qingzhe is Tianjin Shanhe Enterprise Management Co., Ltd. (天津杉禾企業管理有限公司) which is controlled by Kang Le (康樂)as to 99%. Kang Le was an Independent Third Party.

Huzhou Hexin Huzhou Hexin is a partnership incorporated under the laws of the PRC owned by Wang Ling (王玲) and Zou Pingxin (鄒平新) as to 50% and 50%, respectively, which were both Independent Third Parties.

Deqing Brandon Deqing Brandon is a partnership incorporated under the laws of the PRC owned by Wu Hong (吳泓) and Wang Yeping (王也平) as to 60% and 40%, respectively, which were both Independent Third Parties.

Hangzhou Zhonghuan Hangzhou Zhonghuan is a partnership incorporated under the laws of the PRC and managed by (杭州中寰投資管理有限公司), which is controlled by Xiang Qi (項奇), an Independent Third Party, as to 75%.

LIU Rui LIU Rui is a PRC citizen and an Independent Third Party. LIU Rui is experienced in equity investment industry. He currently serves at an internet company in China.

HOU Beibei HOU Beibei is a PRC citizen and an Independent Third Party. HOU Beibei is experienced in equity investment industry. She currently serves at an investment company in China.

Save as GSR I and GSR II which are controlled by our non-executive Director, all the other Pre-[REDACTED] Investors are Independent Third Parties.

Special Rights granted to the Pre-[REDACTED] Investors As of the Latest Practicable Date, the Pre-[REDACTED] Investors did not have any special right other than the anti-dilution right, which will be terminated automatically upon the [REDACTED].

Public Float As of the Latest Practicable Date, to our Directors’ best knowledge, save as GSR I and GSR II which are controlled by our non-executive Director, each of the other Pre-[REDACTED] Investors is independent from our Company and its connected persons and their respective associates.

As such, the Shares held by GSR I and GSR II will not be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after the [conversion into H Shares]. The Shares held by the other Pre-[REDACTED] Investors of the Company, after the [conversion into H Shares], will be considered as part of the public float upon the [REDACTED].

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Compliance with Interim Guidance and Guidance Letters The Joint Sponsors confirmed that the Pre-[REDACTED] Investments are in compliance with (i) Guidance Letter GL29-12 and (ii) Guidance Letter HKEx-GL43-12, both issued by the Stock Exchange.

[REDACTED]

ADOPTION OF THE PRE-[REDACTED] SHARE OPTION PLAN Our Company adopted the Pre-[REDACTED] Share Option Plan on April 17, 2020 to enable us to grant options to eligible participants as incentives or rewards for their contribution or potential contribution to our Group, details and principal terms of which were set out in “Statutory and General Information — D. Share Incentive Plan” in Appendix VI to this document.

—93— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE (1) 25.50% Other Pre- Investors [REDACTED] 1.86% Zhixin Hangzhou 3.53% ) GSR I 100% PRC ( is as follows: Xiamen Xpower 3.64% GSR II ) 4.56% PRC ( [REDACTED] Hangzhou Mange Shanghai Yuanjing Our (PRC ) Company 4.69% ) 100% 100% Xizang PRC Rong’an ( Udian Technology 4.97% Fengbao Shanghai ) 100% PRC ( 5.66% Hangzhou Youdian Sequoia Chenxin Investors, please refer to shareholding table in the paragraph headed “— Establishment and Major Shareholding Changes of Our Company 9.77% Linzhi Lixin 9.00% [REDACTED] Xpower Investment 26.82% Mr. Tang Our corporate and shareholding structure immediately prior to the completion of the — 10. Series C Financing” in this section. OUR SHAREHOLDING AND CORPORATE STRUCTURE Immediately Prior to the [REDACTED] Note: (1) For details of shareholding of other Pre-

—94— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND CORPORATE STRUCTURE and HOU Beibei Hangzhou Yuanjing [REDACTED] Zhonghuan Financial Services [REDACTED] Public Shareholders (1) , assuming that the [REDACTED] Other [REDACTED] Deqing Brandon Hangzhou Suning.com Suning Investors Pre- [REDACTED] Zhixin Hangzhou [REDACTED] Chongqing Detong Zhuhai Zhongyan [REDACTED] 100% GSR I ) PRC ( Xiamen Xpower [REDACTED] GSR II 100% are set as below: Chengdu Detong Zhuhai Zhongrui ) PRC [REDACTED] ( TED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] TED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Hangzhou Mange Shanghai Yuanjing Our (PRC ) [REDACTED] ) Company [REDACTED] Hangzhou Daocin 100% PRC Xizang ( Rong’an Udian Technology [REDACTED] Fengbao Shanghai ) 100% Hangzhou CDH Yunzhi Huzhou Hexin PRC ( [REDACTED] Hangzhou Youdian Share Option Plan are not exercised: Sequoia Chenxin [REDACTED] Hangzhou Yunchuang Linzhi Lixin [REDACTED] [REDACTED] Xpower Investment LIU Rui Tianjin Qingzhe Hangzhou Shanghai Detong [REDACTED] Investors and their shareholdings upon the completion of the Mr. Tang Kinzon Youhan [REDACTED] The following chart sets forth our corporate and shareholding structure upon the completion of the the share options granted under the Pre- Immediately Following the [REDACTED] Note: (1) Other Pre- Name Suzhou Name Hangzhou Shareholding Percentage [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDAC Shareholding Percentage [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDAC

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OUR MISSION Empower a better life! OVERVIEW Who We Are We are a leading power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. We provide our users fast, convenient and easily accessible mobile device charging services through power banks strategically placed in high-traffic places or where people spend extended hours, such as, shopping malls, restaurants, hotels, transportation hubs, and entertainment venues. As of December 31, 2020, our power bank sharing services covered over 710,000 points of interest, or POIs, and we had placed approximately 6.0 million power banks in service. Our strong position in the industry in terms of user reach has enabled us to serve over 237 million registered users as of December 31, 2020. While the usage time and intensity of mobile devices, especially smartphones, have increased significantly in recent years, smartphone battery technology and charging technology have been unable to deliver breakthroughs that can fully address the power consumption needs of smartphone users so far. In addition, the newly upgraded mobile phone hardware configuration, such as high refresh rate screen and 5G technology, have further increased the power consumption. People have been growingly looking for charging devices that are, portable, easily accessible and friendly to use. According to the Frost & Sullivan Report, the market size of China’s power bank sharing service expanded rapidly from 2016 to 2020 at a CAGR of 151.1%, and is expected to further grow at a CAGR of 36.9% from 2020 to 2028, reaching a total market size of RMB106.1 billion in 2028. We are committed to cultivating user habits to help them get through their daily lives free of charging anxiety. Our Ecosystem We leverage our digitalized infrastructure to connect users, location partners, network partners, suppliers and potential third-party business partners, such as advertisers and IP partners, together in an ecosystem centered on our power bank sharing services. The following diagram sets out the power bank sharing ecosystem that we have established:

Consumers

Good user Brand experience loyalty

Enhanced consumer stickiness to attract more location partners to cooperate with Xiaodian Quality Precise POI Product information Optimized Synergy productivity effect End-to-end and collaborative Diversified supply chain management service Value-add Supply Service Chain Cooperation User feedbacks on Online & product offline traffic Crossover Product cooperation optimization

Prompt Direct Network Service operation partners Enhanced brand awareness to location partners to increase number of POIs and service accessibility to consumers

Enhanced ContinuousC stickiness incomeinco sharing

Location Partners

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Our Business Model During the Track Record Period, we primarily operated our business under direct operation model, where we deploy our in-house business development team for the expansion, management and maintenance of our POIs. According to Frost & Sullivan, we were blessed with the largest in-house business development team in China’s power bank sharing market as of December 31, 2020, fueling continuous expansion of our service network. To a lesser extent, we operate under network partner model, where we engage third-party network partners to help us penetrate into untapped markets. As of December 31, 2020, 93.6% and 6.4% of our POIs were directly operated and through network partners, respectively. We believe that direct operation is how we stand out from our competitors, which enables us to have rigorous control over each step of our operation, from business development to after-sales device maintenance, and from data analytics to performance review.

Our Digital Infrastructure We are a technology-driven company that devotes abundant resources in digitalized infrastructure. We leverage our proprietary digitalized infrastructure and data analytics to monitor device performance, process operational data, obtain valuable user insights and closely track the supply chain management. We believe our technological capabilities have solidified our leadership and will continue to catalyze our sustainable growth.

Our Achievements The following diagram sets forth our achievements since our inception in 2016 to end of 2020:

237mn+ 1,700+ 710k+ 575k+ Registered Users(1) Cities & Counties Covered(1) POIs(1) Location Partners(1)

~1.1bn ~2.1mn ~880k ~6.0mn Cumulative Order Daily Peak Order Cabinets(2) Power Banks(2) Volume(2) Volume(2)

Notes: (1) As of December 31, 2020. (2) Since our inception to December 31, 2020.

We have grown rapidly during the Track Record Period. Our total revenues totaled RMB423.4 million, RMB1,636.1 million and RMB1,911.3 million, in 2018, 2019 and 2020, respectively, representing a CAGR of 112.5%.

Our Strengths Leading and fast-growing power bank sharing service provider in China We are a leading power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. As of December 31, 2020, our services covered over 1,700 cities and counties through over 710,000 POIs across China, representing the broadest user reach as of December 31, 2020 in the industry according to Frost & Sullivan.

Shared power bank users are very much concerned with convenience and ease of use, and they tend to choose charging devices that are closer to them. Therefore, users’ payment behavior is significantly influenced

—97— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS by the accessibility of the power banks. The more accessible our power banks and cabinets are, the more users would use our services with higher frequencies. Since inception, we have successfully created a network effect through which our massive POI coverage makes it easier for consumers to use and return power banks, thereby shaping user behavior and enhancing our user engagement with, promoting the influence of our brand. At the same time, our scale allows us to centralize our upstream sourcing, create cost advantages and leverage in pricing negotiations.

As one of the leaders in the power bank sharing industry, we have delivered fast revenue growth. Revenues generated from the power bank sharing services grew at a compound annual growth rate, or CAGR, of 112.5% from 2018 to 2020, compared to the industry average of 63.3% during the same period, according to Frost & Sullivan. Our rapid growth has been and will continue to be driven by the growth of the power bank sharing industry as a whole, as well as industry consolidation that benefits leading players.

Differentiated market development strategies supported by deep user insights We leverage operating experience and data analytics to obtain and process valuable user insights, based on which we meticulously formulate our POI expansion strategies tailored for different categories of consumers we identify.

For first-time users and users who use power banks on an unplanned, as-needed basis, we expand our POIs to cover many of the locations that a potential user may find themselves in during a normal day, including restaurants, shopping malls, entertainment venues (cinemas, internet cafes and karaoke centers), and transportation hubs (airports and subway stations). We are dedicated to upgrading our power banks and cabinets to cater to the unique characteristics of each location and evolving user needs.

For high-frequent and price-insensitive users with high demand for on-the-go charging, such as business travelers, we aim to cultivate long-term usage habit and brand preference for us. We made inroads in locations where these users tend to be concentrated, such as (i) high-end hotels and shopping malls, where we had the largest POI coverage in the industry, according to Frost & Sullivan; and (ii) airports, high-speed railway stations and other transportation hubs, where we have been rapidly expanding and growing our market share. As a testament to the successful execution of our strategy, we have established strategic long-term cooperation relationships with leading commercial real estate brands and high-end hotel chains, such as Wanda Group, Yintai Group and Suning Group.

For employees of our location partners, such as restaurant employees and gym trainers, despite higher price sensitivity, they have relatively rigid demand, as they need to move around frequently in their daily work and cannot stay near a fixed power source for extended periods of time. We rolled out a customized membership with preferential prices for employees of our location partners to cover their needs, encourage high usage frequency and establish user habits, thereby maximizing the utilization of each of our POI.

Efficient operating capabilities enabled by industry leading digital infrastructure We are a technology-driven company, and have invested substantial resources in the construction of our digitalized infrastructure. Our digital infrastructure covers all aspects of our operations, including business development, supply chain management, middle-office operations and back-office data processing, which enables us to achieve operating excellence.

We use “Xiaodian Cloud (小電雲)”, an IoT cloud-based platform, to monitor our cabinets and power banks inside in real time, collecting and analyzing granular operating data from each POI, which is able to identify malfunctioned devices in a timely manner, ensuring a structured and standardized maintenance of our devices. In addition, “Dian Xiao Er (電小二)”, an intelligent business development data-driven tool, moves operations online, and provides insightful action guidance and follow-up instructions to business development personnel based upon data analysis. Furthermore, we are able to optimize our capital efficiency via data models to analyze the return on investment for each POI. Finally, our operating efficiency allows us to focus on a direct operation, which sets high standards for a company’s operating capabilities.

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We leverage our digital infrastructure to continuously improve the experience of both our users and location partners. For users, we can monitor and maintain the quality of our power banks and get real time information on POIs status, giving users an accurate map of our POI network and the availabilities of our power banks. For our location partners, we ensure enhanced stickiness and continuous income by expediently identifying, repairing and restocking malfunctioned or offline power banks or cabinets.

Well-established ecosystem adding value to each participant Powered by our operating and technology capabilities, we are able to connect and create value for each participant in our power bank ecosystem, including users, location partners, network partners, suppliers, and third-party business partners, such as advertisers and IP partners.

Efficient operation of our POIs enables us to enhance our brand awareness to location partners and ensures the scale and quality of our POI coverage, leading to a broader user reach. Our ability to deliver quality user experience can gradually cultivate users’ stickiness to us, which will in turn enhance our attractiveness to location partners. In addition, we accumulate valuable user insights from our proprietary real-time data-driven tools. We are able to leverage insights on user behavior to advise location partners on operational improvement and market development. Such multi-directional value chain has driven the growth of our user and location partner base, which laid a solid foundation for us to expand into broader local life services industry.

In addition, we have built a reputable brand that makes us a trusted choice for location partners and IP partners. As our brand value enhances, we attracted a handful of renowned brand names to be our location partners, some of whom have become our strategical partners. We also actively collaborated with IP partners who carry values aligned with ours to spur user interests and instill new concept to our brand.

Refined supply chain management to ensure first-class hardware product quality and cost control We are deeply involved in the production of our power banks and strictly control the key stages of production. At R&D stage, we are solely responsible for internal software of the cabinet, and jointly develop the hardware design of the power banks with our upstream production partners. As of the Latest Practicable Date, we held 49 patents and 63 software copyrights in China, and we also had 60 pending patent applications in China. In addition, we digitally manage our procurement and logistics functions to avoid device backlogs or shortages, optimize costs and ensure quality.

We always choose production partners with the strong technology capabilities as part of our commitment to building long-term user reputation and brand value. Our power banks use lithium-ion polymer battery cells produced by an internationally well-known manufacturer of lithium-ion batteries, which are widely used in flagship products of mainstream smartphone manufacturers such as Apple, Samsung and Huawei. In addition, all of our devices meet strict industry standards and have received China Quality Certifications.

Visionary and experienced management with proven track record We are steered by a seasoned management team with strong industry experience and insights. Our management team has on average over 10 years of complementary backgrounds in sharing economy, consumer and retail, Internet and technology companies, bringing in extensive know-how and industry leading expertise in delivering services.

Our founder and chief executive officer, Mr. Yongbo Tang, has rich experience and deep insights in technology, internet as well as local life service industries. Prior to founding the Company, Mr. Tang served as the chief executive officer of Hangzhou Meida, and prior to that, he also held management positions in Alibaba. Due to his entrepreneurship, Mr. Tang was recognized as one of the Top 10 Change Makers in 2018 in January 2019 by the Zhejiang Youth Entrepreneurship College. We believe that led by our senior management team, we will continue to maintain our leading position in the industry and provide more high-quality services to consumers.

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Our Growth Strategies Further expand our service network across existing and new markets We plan to deepen our penetration of our existing primary markets in tier-one and tier-two cities, focusing on acquiring new users and further engaging existing users through expansion of our POI coverage. We will continue to explore long-term cooperation with large location partners, including commercial complexes and high-end hotels.

In addition, we will leverage our powerful digital infrastructure across business development and operations to rapidly increase our penetration rate in low-tier cities. According to the Frost & Sullivan Report, the power bank sharing market size in China’s tier-three and below cities has grown at a CAGR of 254.8% from 2016 to 2020, and is expected to further grow at a CAGR of 36.3% from 2020 to 2025, outpacing CAGRs of 150.9% and 30.0%, respectively, for tier-one and tier-two cities, creating tremendous growth opportunities for us.

Continue to improve our operating efficiency by lean management and digitalization We plan to further maintain and enhance our advantages in operating efficiency through lean management. We aim to continuously optimize our performance review mechanism and refine internal policy system to better manage our talents to grow with us. In addition, we plan to leverage data analysis and other technology to further optimize our POI placement and pricing strategies. We also intend to research and develop AI applications for our business, such as leveraging AI to intelligently deploy sales and marketing and operating personnel across our service network based on market changes to improve our operating efficiency.

Continuously upgrade and evolve our devices We will continuously upgrade and evolve our devices and services, including developing (i) next- generation power banks with improvements in battery capacity, stability, charging speed and service life, and (ii) new forms of power bank cabinets, such as those connected with shopping mall navigation screens and thermostatic outdoor cabinets, with the aim to improve user experience, reduce device maintenance costs and technically enable expansion of our POI coverage outdoors. Furthermore, we will take steps to actively prepare for the commercialization of wireless charging devices.

Enhance our brand value As our industry’s competitive landscape becomes increasingly consolidated with the top players, the power of each player’s brand value will become more prominent. We will devote more resources to enhance our brand influence based on the principle of creating brand value through providing high-quality products and services.

Explore new business opportunities catalyzed by our well-developed ecosystem We believe that the power bank sharing ecosystem that we have developed will be able to catalyze our various monetization models. Currently, our primary revenue streams include: power bank services, sales of power banks, and online and offline advertising. We have been actively exploring new business opportunities. In addition, we plan to explore new opportunities within the large ecosystems of our shareholders, Tencent Group and Ant Group, such as providing value-added services to location partners or users based on information from our device network, user data, and consumption data.

Establishing strategic cooperation with leading short video companies to expand the boundaries of our local services business Through our power bank sharing business, we have established a strong business development team with extensive coverage of location partners, which became our valuable assets. Such assets enable us to expand our business, in particular, providing short video and live streaming marketing solutions to our location partners and other merchants through strategic cooperation with leading short video companies. We believe we can, on one hand, deepen our relationship with location partners through wider spectrum service offering and, on the other hand, facilitate the short video companies to expand coverage in lower tier cities and smaller merchants.

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We have initiated and plan to offer a variety of marketing solutions to our location partners and brand partners, including, among others, (i) organizing content creators to produce advertisements in the form of short videos and live streaming, (ii) providing toolsets for short videos uploading and live streaming publishing, and (iii) offering real-time sales consulting services to location partners. We plan to rely on our business development team who have extensive coverage of POIs and deep understanding of our location partners to effectively implement our aforesaid strategy. We aim to generate revenues primarily from commissions of product sales through our marketing solutions and marketing toolset subscriptions.

Selectively pursue strategic cooperation, investment and acquisition opportunities We intend to selectively pursue strategic alliances, investments, and acquisitions that would be mutually complementary to us or further enhance our leadership, particularly those that can help us expand our location partner network and user base, advance our hardware and software capabilities, and improve our supply chains. We believe our extensive industry experience and insights will enable us to identify suitable targets and effectively evaluate and execute potential opportunities.

OUR SERVICES We are a leading power bank sharing service provider in China in terms of service network size as of December 31, 2020, according to Frost & Sullivan. We provide our users a fast, convenient and easily accessible mobile device charging service through power banks stored in cabinets that we install at POIs. We strategically place our cabinets at locations with high traffic or where people spend extended hours, such as restaurants, shopping malls, hotels, transportation hubs and entertainment venues, including cinemas, internet cafes and karaoke clubs. Leveraging our outstanding operational capabilities, we have successfully established an extensive service network since our inception, and today our national footprint continues to expand. As of December 31, 2020, our services covered over 1,700 cities and counties across China through over 710,000 POIs, serving over 237 million registered users.

Friendly to use To use our power bank sharing service, a user simply scans the QR code located on any of our cabinets, and with a few clicks, retrieve a power bank from the cabinet. Our cabinets are conveniently located at easily accessible locations at our POIs, and users can also locate the cabinets closest to their location through our own app, mini programs accessed through WeChat or AliPay and other third-party partners. We charge fees based on the total usage time of the power bank, primarily in thirty-minute or sixty-minute intervals. First-time users of our service may be required to place a RMB99 deposit before being able to use our services. However, this deposit is waived for users with sufficient credit ratings on the payment channels that we work with, including WeChat Pay and AliPay. After charging, users can easily return the power bank to any cabinet within our network. In addition, users can also choose to purchase the power bank they used through our app or mini programs. If a power bank is not returned after a certain period of time, we retain the deposit from users. At early stage, we provided power bank sharing services through power banks stationed in each POI. As technologies developed and our business expanded, we gradually replaced the fixed power banks with portable ones.

Xiaodian Mini Program Our mini programs can be accessed through scanning the QR code on our cabinets or through launching them on WeChat or AliPay.

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Location. Upon opening the mini program, users are shown a map view with the locations of nearby cabinets. We also highlight the locations of customized, collectible power banks in the vicinity for users who are interested.

Scan. By tapping the button at the bottom of the screen, users can scan the QR codes on our cabinets from the mini program. They are then shown instructions of how to use our power banks.

Membership User profile center center

QR code scanner

Nearby cabinets. By tapping the “nearby cabinets” button, a user can view a list of cabinets near them with detailed information, including name, address and business hours of location partners, number of power banks available, number of open return slots and distance from the user’s Nearby POI Details current location. (Name, address, distance, returning / borrowing availability)

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Member Center. By tapping the “Member Center”, a user is shown multiple Xiaodian membership benefits and privileges he or she could be entitled once membership is activated. For details, please see “User Services — Membership Program”.

Membership rights

Easy to access Our cabinets are widely available. As of December 31, 2020, our power banks could be found at over 710,000 POIs across over 1,700 cities and counties in China. According to Frost & Sullivan, we had the largest POI coverage among all of our competitors as of December 31, 2020. Users of shared power bank services are typically focused with convenience and ease of use, and as a result tend to choose charging devices that are closer to them. Therefore, the payment behavior of our users is significantly impacted by the network effect of the power bank sharing services, and each service provider’s scale of operations in terms of the number of POIs and available-for-use devices is one of the most critical factors for market competition. We believe that we have created a network effect through which our massive POI coverage makes it easier for consumers to use or return power banks and helps us expand our user reach and enhance our brand awareness.

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The following map shows the geographic locations of our POIs as of December 31, 2020:

Number of POIs 0 1-10,000 10,000-20,000 20,000-30,000 30,000-50,000 50,000 or above

We leverage our strong operating experience and insights from our data analysis to create accurate user profiles to optimize our market expansion. We strategically place our power banks and cabinets at locations where we believe will maximize the success of our expansion efforts in the long-run. Š For first-time users and users who use power banks on an unplanned, as-needed basis, we expand our POIs to cover many of the locations that a potential user may find themselves in during a normal day, including restaurants, shopping malls, entertainment venues (including cinemas, internet cafes and karaoke clubs), and transportation hubs (including airports, railway stations and subway stations). We are dedicated to upgrading our power banks and cabinets to cater to the unique characteristics of each location and evolving user needs. Š For high-frequency and price-insensitive users with constant demand for on-the-go charging, such as business travelers, we aim to cultivate long-term usage habits and brand preferences for us. We have made inroads in locations where these users tend to be concentrated, such as (i) high-end hotels and shopping malls, where we had the largest POI coverage in the industry, according to Frost & Sullivan; and (ii) airports, high-speed railway stations and other transportation hubs, where we have been rapidly expanding and growing our market share. As a testament to the successful execution of our strategy, we have established strategic long-term cooperation relationships with leading commercial real estate brands and high-end hotel chains, such as Wanda Group, Yintai Group and Suning Group. Š For employees of the location partners that we cooperate with, such as restaurant employees and gym trainers, who have relatively rigid demand as they need to move around frequently in their daily work and cannot stay near a fixed power source for extended periods of time, we rolled out customized membership program for them to cover their needs. For details, please see “— User Services — Membership Program”.

Owing to our differentiated market development strategies, we have established a leading market position in a handful of location categories. According to Frost & Sullivan, we ranked the first among all market players in terms of POI coverage for restaurants, entertainment venues and high-end hotels, accounting for 29.7%, 37.5% and 47.0% of total POIs in the market as of December 31, 2020.

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The following table sets forth the breakdown of our POI coverage by categories as of the dates indicated.

As of December 31, 2018 2019 2020 (in thousands) POIs by category Dining...... 107.5 318.9 319.7 Entertainment(1)...... 71.0 171.0 169.7 Hotels and tourism(2) ...... 24.5 63.2 63.3 Lifestyle services(3) ...... 6.3 55.9 58.0 Supermarkets and convenience stores ...... 4.5 57.4 85.7 Shopping malls and office buildings...... 0.6 6.4 16.9 Transportation and others...... 0.2 1.8 1.9 Total ...... 214.5 674.5 715.2

Notes: (1) Entertainment mainly includes cinemas, karaoke centers, internet cafes, bars and gyms. (2) Hotels and tourism mainly include all types of hotels, scenic spots and theme parks. (3) Lifestyle services mainly include healthcare institutions, banks and educational institutions.

The following table sets forth the breakdown of our POI coverage by city tiers as of the dates indicated.

As of December 31, 2018 2019 2020 (in thousands) POIs by city tiers Tier-one...... 34.3 94.1 90.5 Tier-two ...... 138.9 374.4 388.3 Others(1)...... 41.3 206.0 236.3 Total ...... 214.5 674.5 715.2

Notes: (1) Others include tier-three cities and below.

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During the Track Record Period, we have experienced rapid growth in terms of daily average order volume. Our average daily order volume decreased significantly in the first quarter of 2020, in particular, February, due to the negative impact of COVID-19, when our average daily order volume decreased by 78.4% compared to February 2019. For details of impact of COVID-19 on our business, see “Financial Information — Impact of COVID-19 on Our Business.” However, owing to a series of remedial measures, we soon experienced speedy recovery. Compared to the first quarter of 2020, our average daily order volume increased by 96.8%, 140.5%, and 110.6% in the second, third and fourth quarter of 2020, respectively. Later in the first quarter of 2021, our average daily order volume reached record highs compared to that during the Track Record Period. The following chart sets forth our average daily order volume during the Track Record Period and up to the Latest Practicable Date:

1,800,000

1,500,000

1,200,000

900,000

600,000

Average Daily Order Volume 300,000

0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2018 2019 2020 2021

OUR BUSINESS MODEL During the Track Record Period, we primarily operated under a direct operation model, and to a lesser extent, under a network partner model where we engage third-party network partners to help us penetrate into untapped markets. As of December 31, 2020, 93.6% of our POIs were under direct operation, forming the largest direct operation model network among all market players in our industry, according to Frost & Sullivan.

We believe that direct operation differentiates us from our competitors and empowers us to achieve sustainable, long-term growth. Direct operation enables us to have rigorous control over each step of our operations, from business development to after-sales device maintenance, and from data analytics to performance review.

Leveraging our in-house business development capabilities, we believe we are better-positioned to execute our market expansion strategies fully and deliver best-in-class customer services. We have invested tremendous amounts of time and resources in recruiting, training and motivating our in-house business development personnel to grow with us.

In addition, supported by our proprietary data analytics tools, we collect, process and analyze multi- dimensional data to evaluate our end-to-end operating efficiency in real time, including business development, hardware installation and maintenance and relationship management. Our intelligent data-driven tools help our frontline business development personnel to set and meet their KPIs through automatically generated daily to-do lists and tracking of their daily activities. We also review their performance on a monthly basis, based on which, we adjust our operational focus in a timely manner.

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Direct Operation Under direct operation model, we negotiate with eligible location partners directly. We collect fees from users via payment portals and share commissions with location partners according to agreements that we enter into with them. As of December 31, 2018, 2019 and 2020, approximately 87.8%, 92.3% and 93.6% of POIs were directly operated by us, respectively.

We have developed a well-designed operational model for our direct operation, where our business development personnel are responsible for the expansion, management and maintenance of our POIs. For details, please see “ — Operational Capabilities and Expertise — Business Development Personnel Management”. Our business development personnel are our front line for handling power banks and cabinets, and service our location partners daily. As of December 31, 2020, we had a total of 4,919 business development personnel nationwide. Their responsibilities include: Š Business Development. Our business development personnel typically have designated areas and regions that they are responsible for. We provide them with form agreements that they can use with potential location partners but also give them a certain amount of flexibility to customize the agreements. Š Power Bank and Cabinet Maintenance. Aside from business development, business development personnel are also responsible for the management and maintenance of the cabinets and power banks to function normally, as well as recollecting and circulating power banks among different POIs to ensure availability for both use and returns. Š Location Partner Relationship Management. Business development personnel are also responsible for managing our relationships with location partners and their key contact persons. They perform regular site-checks at our POIs. Business development personnel can switch cabinet sizes and, upon evaluation of the performance of the cabinet placed, determine to terminate collaborations with location partners if their financials are not satisfactory.

Agreements we enter into with our location partners generally range from one to two years which can be terminated if either party is unable to fulfill its obligations. For selected strategic partners, we enter into contracts with them with a term ranging from three to five years, as to secure sustainable relationships. During the Track Record Period, we primarily offered two types of incentives to our location partners for placing our power banks, namely, commissions and entry fees. Commission rates may vary depending upon the location and industry of the location partner. We collect payments directly from users and settle commissions with location partners on a monthly basis. Alternatively, we offer entrance fees to our location partners for placements of our power banks.

We closely monitor the performance of our cabinets and power banks, as well as our location partners, with the help of our proprietary technologies. We proactively reach out to location partners that are not performing well financially, to either switch the cabinets to a suitable type based on their user traffic or terminate our agreements to avoid further inefficiencies.

Network Partner Model To a lesser extent, we also engage third-party network partners to assist us in expanding our service outreach and penetrating into smaller cities and counties where they have abundant local resources. During the Track Record Period, we engaged two types of network partners, namely, service providers and agents. Service providers are offered a certain amount of our power banks and cabinets based on the amount of deposit they pay, whereas agents purchase cabinets from us while we continue to use and monitor those cabinets to operate our business. Our network partners are responsible for business development, POI sourcing, agreement negotiation, and power bank and cabinet maintenance. They directly negotiate agreements with location partners that they approach. We directly collect all payments from users through the same payment channels as under our directly- operated model and pay network partners commissions from revenues generated by the power banks that they place. As of December 31, 2018, 2019 and 2020, approximately 12.2%, 7.7% and 6.4% of POIs were operated under our network partner model, respectively.

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As of December 31, 2020, we engaged nearly 300 network partners. We believe the network effect of our network partners will help us attract new location partners and deliver our services and products in an efficient manner.

Network Partner Selection We select our network partners based on stringent criteria. The main selection criteria of a network partner candidate are summarized as follows:

Š Alignment of Business Value. We strive to select network partners who share similar business vision with us, and who are able to develop their business in synergy with us through close cooperation.

Š Reliability, Competence and Experience. We look for network partners with adequate execution competency and relevant experience. We require our network partners to provide us with business licenses and relevant certificates before onboarding with us. We also conduct ad hoc on-site inspections to check their qualifications.

Š Abundant Resource in Sales Activities. We select network partners who have adequate local sales and marketing resources, with experienced sales teams of appropriate sizes and adequate financial resources, so as to ensure in-depth location partner coverage in our targeted cities.

Network Partner Agreement We generally enter into agreements with our network partners with terms ranging from one to three years, subject to renewal. Pursuant to the agreements, we pay network partners commissions from revenues generated by the power banks that they place, and we settle payments with them on a monthly basis. For service providers, the commission rate is based on a number of factors, including, the number and quality of location partners a service provider engages and revenues generated by power banks it places. For agents, the commission rate is primarily based on the number of cabinets they purchase from us, and we also take into consideration the total revenues generated from power banks at their POIs. The agreements are typically exclusive and include non-competition clauses which prohibit network partners from engaging in similar arrangements with our competitors.

Network Partner Management To ensure that network partners are successful and act in accordance to our business standards, we set key performance indicators for them and assess their performance on a regular basis. Our network partners are evaluated on their monthly financial performance, such as average revenue per POI. We have established a dedicated network partner management team to regularly conduct site-checks on the POIs covered by our network partners to evaluate their performance. We also actively provide advice to under-performing network partners, and sometimes terminate our collaboration with network partners whose performance remains below our requirements.

We have created a comprehensive training program that we conduct for new network partners. The program includes extensive know-how in POI selection, cabinet placement and expansion strategies. We also provide them with similar tools and resources that we provide our business development personnel, such as standard agreements, business intelligence tools and decision-making tools.

OPERATIONAL CAPABILITIES AND EXPERTISE Operational excellence is of vital importance for us to maintain our competitiveness and growth momentum. The depth of our operational capabilities enables us to scale rapidly and cost-efficiently. We have an industry leading in-house operations team of 45 experienced personnel who have extensive industry experience and strong execution capabilities.

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Business Development Personnel Management We have implemented meticulously-designed trainings, systems and tools to assist our business development personnel and management team to achieve an optimal level of efficiency. We constantly refine our management tools and procedures to optimize our operations and adapt to the market.

Intelligent Data-driven Tools Leveraging big data and AI technologies, we have developed a proprietary real-time intelligent business development system which serves as the “super brain” for our business development personnel. We consolidate a variety of analytics tools, including precision profiling, distributed interactive simulation, POI and location partner database and real-time power bank availability, into our business development personnel-facing app, “Dian Xiao Er (電小二)”. Each business development personnel can view the status of all the cabinets and power banks that they are in charge of, including, online rates, power bank battery usage and numbers of power banks left in cabinets.

Our decision-making tools automatically generate daily to-do lists with recommended route planning that assist business development personnel to plan their daily activities. The to-do lists are tailored for each business development personnel through analyzing and evaluating their historical performance. The to-do lists set forth details of pending and completed task, estimated time consumed for each task, addresses of to-be covered location partners and status of power banks and cabinets at each POI. Based on such information, “Dian Xiao Er (電小二)” generates recommended route to help business development personnel to optimize time planning. We believe that this system can continuously improve the efficiency and effectiveness of our business development activities.

The following graphics show the interfaces of our business development personnel facing app, “Dian Xiao Er (電小二)”:

Automatically Generated Daily To-do Lists

To-do List (Sort by Task) To-do List (Sort by POI) To-do List (For a specific POI)

Task management Task list POI details

Pending task volume Task serial No. Task name POI tags Task descripon

To process Type of task

Filter by type of task Offline equipment task POI informaon Power bank replenishment task Pending task Orders plummet task POI overview

Automatically Generated Route Planning

Automacally generated route suggeson

Pending tasks

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Our data-driven analysis tools are also able to generate daily operating metrics and monthly operating performance to help us evaluate the efficiency and effectiveness of business development activities. • We track on a daily basis the installation of cabinets and power banks by each business development personnel as well as order volume, revenues generated by a single POI, and evaluate the performance of personnel and POIs on a monthly basis. • To further enhance our operating efficiency, we have also implemented a multi-layered system to manage our business development personnel more effectively. Our business development personnel are managed by district, city, and region, with each designated manager being able to track their team members’ operating metrics on a daily basis.

Key Performance Metrics

BD’s ranking of last month (first quadrant) Filter on POI level (determined by POI Performance panel of POIs performance)

X Axis: No. of qualified Y Axis: Percentage of qualified devices devices for current month

My current ranking by Ranking by No. of qualified devices quadrant No. of qualified devices of BDs with top performance

Ranking by percentage of qualified devices

Percentage of qualified devices of BDs with top performance

Competitive Incentive Schemes We are committed to offering competitive incentive packages to our business development personnel to optimize their performance and operational efficiency. We are one of the few players in the market that include share-based compensation into the incentive package for our frontline business development personnel. We have and will continue to try to align their interests with ours and promoting sustainable growth.

Our incentive scheme is based on an evaluation matrix. The matrix focuses on the growth of total revenues generated and revenues per POI for each personnel, but requires business development personnel to strike a balance between expansion and profitability and ensure that our power banks and cabinets are performing well while they expand their coverage. We also track other important metrics such as POI coverage, online rate of our devices and hardware management. In addition, business development personnel incentives are inversely tied to location partners’ incentive fee rates negotiated by the personnel.

We believe that a clear and advanced career path encourages our business development personnel to achieve operational excellence. As a result, we have designed a multi-layered business development personnel structure with a clear career track and attractive incentives tied to our evaluation matrix. Our business development personnel are hence encouraged to take long-term views and personal investment in our company. We are committed to retaining our business development personnel, which helps us to implement our operational philosophy to every aspect of our business.

We constantly review and refine our business development personnel incentive system. By designing and perfecting this intricate incentive system, we encourage business development personnel to find their own balances between expansion and financial efficiency.

Comprehensive Training Program We believe a well-structured training program assists our business development personnel to carry out their daily activities in synergy with our corporate value and culture. When they first join us, we provide a

— 110 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS comprehensive orientation program to help them understand our core value and growth philosophy. We also provide regular and ad hoc training sessions throughout their careers to refresh and update their knowledge with new insights that we have gathered from our operations. Our training topics include management of location partner relationships, negotiation techniques, our latest business know-how and any other topics that may help improve our operational efficiency. We also have an apprentice system to better onboard new business development personnel. Each new joiner to our business development team will shadow and learn from an experienced business development personnel before they start operating on their own.

In strong belief that the greatest asset of a company is its talent, we launched Xiaodian College in November 2019, a comprehensive online and offline training platform for our employees. It offers series of core courses that are meticulously designed for business development personnel, including approaching targeted location partners, managing relationships with location partners, device maintenance and other skills development courses.

Location Partner Relationship Management Maintaining a stable relationship with our location partners is critical for our business growth. Each industry that our location partners are in may have its own bidding, budgeting and pricing customs that vary from one another. Therefore, we need to be familiar with each industry’s customs and customize our approach and strategies accordingly.

To cater to specific needs of each industry, we have established three major teams focusing on the major industries for our location partners that require professional experience and expertise, namely, hospitality and tourism, shopping and entertainment, and transportation. For example, our hospitality and tourism team is led by an industry veteran with years of experience in world’s reputable hotel chains who has deep insights into the industry. This personnel has brought us extensive know-how in approaching and establishing long-term relationship with location partners. With the help of our three major teams, we have established strategic long- term cooperation relationships with leading commercial real estate brands and high-end hotel chains, such as Wanda Group, Yintai Group, and Suning Group.

In addition, to better allocate management resources, we divide our location partners into multiple levels based upon a variety of performance indicators, such as order volume, total revenues, and monitor their performance in real time. We try to locate underperformed POIs and identify their responsible business development personnel and adjust our operation plans and focus in a timely manner to improve overall operating efficiencies.

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Filter of BD management Quadrant distribuon level

Y Axis: Percentage of X Axis: Effecve devices qualified devices for for current month current month

Moreover, we are committed to offering value-added services to our location partners to enhance their loyalty with us. We have integrated certain membership programs of our location partners into our own, enabling their members and users to enjoy benefits or discounts with us. We have also collaborated with certain of our location partners in launching marketing events or offline activities to attract more customers and promote brand influence.

OUR TECHNOLOGY Digitalized Infrastructure Strong technology capabilities and digitalized infrastructure is one of the cornerstones of the services that we offer. Empowered by our industry insights and operational expertise, we have developed and upgraded a full set of proprietary technologies and data-driven tools spanning across all aspects of our business operations.

IoT Cloud-based Platform

We have developed a proprietary and industry-leading cloud-based platform, “Xiaodian Cloud (小電雲)”, which enables us to achieve consistent, structured, and standardized monitor and maintenance of our power banks and cabinets. Our proprietary cloud-based platform is highly compatible and stable, which supports tens of millions of our cabinets online at the same time. Currently, all of our cabinets have the ability to update their status online every three minutes through our proprietary OTA system.

Leveraging big data analytics and algorithms, our cloud-based platform closely monitors each cabinet and power bank inside in real-time, and can process and analyze large amounts of data, and diagnose all placed cabinets within our network. Based on each device’s characteristics and traffic data, Xiaodian Cloud can accurately identify and locate malfunctioning devices, issue early warning notices or recycling notices to our business development personnel, and lock the relevant power banks to restrict further use. These capabilities allow our cabinets and power banks to be assessed and maintained in a timely manner, which effectively improves the utilization rate of our devices and our operational efficiency.

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Supply Chain Management System

We have digitalized all of our core operations, building a full suite of cloud-based supply chain system solutions to assure end-to-end control of order placement, manufacturing, transportation, warehousing and installation. Our supply chain management system is seamlessly connected to our manufacturers and we start tracking our devices from the time they get off the production line, including warehouse tracking.

Data-driven BD Intelligent Tools

Leveraging big data and AI technologies, we have developed a proprietary real-time intelligent business development system which serves as the “super brain” for our business development personnel. We consolidate a variety of analytics tools, including business development personnel accurate portrait modeling, POI and location partner databases and real-time power bank availability, into our business development personnel-facing app, “Dian Xiao Er (電小二)”. Each business development personnel can view the status of all the cabinets and power banks that they are in charge of, including among others, the online rate, power bank battery usage and numbers of power banks left in cabinets.

Powered by data analytics tools, our intelligent system generates accurate portrait modeling for each personnel based on their historical performance, through which it optimizes daily to-do lists and delivery route planning that assist our business development personnel to plan their daily activities more efficiently. The system tries to assign the suitable tasks to the correct personnel. Moreover, it can track the movement of our business development personnel and translate information into visualized data and diagram for monthly management evaluations. With the assistance of these automated tools, business development personnel are able to actively engage with location partners and improve their performance.

CRM and ERP System We have designed a CRM system that utilizes big-data and machine learning technologies to give us and our location partners insights into user behavior and device performance. Our CRM systems help us manage all of our location partner data, including agreement signing, device installment, key contact persons, POI locations, historical performances and settlement status. They also let us know where, when and how our users have used our devices, which guide our POI and placement strategies.

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Devices Our Cabinets

4-slot cabinet 6-slot cabinet 8-slot cabinet 16-slot cabinet

16-slot cabinet 24-slot cabinet 40-slot touch screen cabinet 40-slot touch screen navigation cabinet

Our cabinets are charging hubs for our power banks, with each features a QR code. They have slots where power banks are stored, charged and released. We currently have models of cabinets with different power bank storage capacities and Internet connection modes to fit a variety of POI use cases. Our cabinets come in different configurations, including 4, 8, 16, 24 and 40, to cater to the needs of different locations. For example, smaller-sized cabinets with fewer slots are typically placed in restaurants, office buildings, and gyms, whereas larger-sized cabinets are typically placed in large shopping malls and transportation hubs with high foot traffic.

Similar to our power banks, our cabinets are also closely connected with our technology infrastructure. They transmit data such as number of power banks stored and payments generated. Being the hub for the power banks, our cabinets have strong wireless connection compatibilities, with AI-enabled Internet environment detection systems to ensure that they have high online rates. All of our cabinets are equipped with our proprietary algorithms to detect their internet connectivity, and the cabinets change their connection methods to ensure optimal online rate. We meticulously designed all of our cabinets to be 4G, WiFi and Bluetooth eligible to provide the fastest and most reliable internet connectivity to enhance our user experience.

We also incorporate a variety of technologies to ensure that our cabinets are safe to use for both location partners and our users. For example, most of our cabinets are equipped with thermal control capabilities that actively track the temperatures of all power banks inserted. Our cabinets are also equipped with smoke and unstable voltage detectors. If overheating, overcooled, smoke or unstable voltage is detected in a cabinet, it will be automatically shut down to protect the power banks inside and the consumers.

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We constantly upgrade and launch new models of cabinets to explore new consumption scenarios, support our POI expansion and expand our user base. In early 2021, we launched thermostatically controlled cabinets, capable of withstanding temperatures ranging from -30°C to 55°C. They are designed to be placed outdoors, such as bus stations and pedestrian malls, or areas with extreme climate conditions. In addition, we also launched charging booths designed to allow users to charge their mobile devices comfortably while they are outdoors shielded from the elements.

Thermostatically controlled cabinets Charging booth

Our Power Bank

We co-designed and co-developed our power banks to be safe and user-friendly to deliver best-in-class user experience. Our power banks have the following features:

Compatibility. All of our power banks are equipped with iPhone, Android and USB-C cables that fit almost all types of mobile devices available today.

Capacity. Our power banks have battery capacities of 3.7V/5000mAh.

Portability. Our power banks are easily portable, with a size of just 135*68*18mm and weight of approximately 160g, similar to a typical smartphone.

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Quality. We are committed in choosing the best technical partners in the industry to produce our power banks. Our power banks are manufactured by our carefully selected manufacturers. Materials and components used by our manufacturers are subject to our review. Our power banks use internationally well-known lithium polymer batteries which are widely used in flagship models of mainstream smartphones such as Apple and Huawei. See “— Supply Chain Management.”

Safety. The safety of our users is of the utmost importance. We pay close attention to product quality control, require product suppliers to meet the ISO90001 quality system requirements, and continue to promote product certification to ensure that various terminal equipment products have obtained various domestic certifications.

Continuous Upgrade. We constantly upgrade our power banks and cabinets to keep up with the latest technologies and to cater to evolving customer needs. In August 2020, we launched the third generation of our power banks.

USER SERVICES Membership Program To further enhance users’ engagement with us and offer better user experience, we rolled out our Xiaodian membership program in July 2018. Currently, we primarily offer two types of membership to serve different customer needs, namely, general membership and customized membership. During the Track Record Period, our membership program was subscribed approximately 386,000, 1.6 million and 2.4 million times, in 2018, 2019 and 2020.

General Membership. General membership is made available to everyone. Users can choose from varying service plans that best fit their needs, namely, one-month, three-month, or twelve-month service plans. They can also choose to subscribe auto-renewal service plan. Members are entitled to a series of privileges, including among others, unlimited use for certain periods of time and discounts for overtime penalties.

Customized Membership. To offer more attractive packages for our location partners, we also designed a customized membership program for employees who work in certain of our location partners.

Customer Service Providing great customer service and continual improvement in the customers’ experience with us is our high priority. Our commitment to users is reflected in the high levels of service provided by our customer service staff. Users can make queries on our services and file complaints around the clock by various means, such as online chatting, customer service hotline, online written instant messages through our official accounts in WeChat and Weibo.

As a retail-based power bank sharing service provider, our customer base is highly diversified and therefore we were not subject to any material concentration during the Track Record Period. In 2018, 2019 and 2020, revenues from our five largest customers accounted for less than 2.0% of our total revenues.

SUPPLY CHAIN MANAGEMENT

Manufacturing Currently, our products are produced by selected third-party manufacturers in China. We choose third- party manufacturers based on factors such as quality, capacity, price, years of operation, reputation and compliance with applicable laws and regulations. Most of our manufacturers have extensive industry experience

— 116 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS and cooperate with other major power bank brands in China and globally. Key terms of our agreements with such manufacturers included: Š Manufacturing. We engage the manufacturers to produce our power banks and cabinets according to the requirements specified in our purchase orders. Š Term. Typically one to three year(s) subject to renewal. Š Product Quality: Quality standards and specifications for products are set forth in the agreements and shall meet the applicable laws, regulations and national and industry standards. For details of our quality control requirement, please see “ — Quality Control.” Š Delivery. Our manufacturers are required to deliver the products to our designated place pursuant to the supply agreement and generally bear related logistics costs. Š Inspection and Acceptance. We assign our internal quality control personnel to our manufacturers to conduct on-site inspection. Upon arrival, in case of any quality defects that are not due to our negligence, we are entitled to a prompt replacement or refund by the manufacturers pursuant to the supply agreement. Š Intellectual Property Rights. The intellectual property rights on any products under the agreement are generally owned by us. Š Liability. The manufacturers are responsible for product liabilities and claims arising from quality issues during the production. Š Payment. We generally settle payments with our manufacturers once a month.

Our manufacturers are held to strict quality assurance expectations through specific agreements we entered into with them. Our manufacturers are required to strictly follow any applicable laws, regulations and industry standards.

Although we do not procure raw materials ourselves, we have rigorous control over raw materials and components for our power banks and cabinets. We require our manufacturers to use batteries produced from suppliers satisfied by us. During the Track Record Period, our power banks used internationally well-known lithium polymer soft pack batteries which are widely used in flagship models of mainstream smartphones such as Apple and Huawei. We believe the quality of our batteries best support the function of our power banks. For other raw material and components, we require that any selection or replacement of such raw material and components are subject to our review and approval.

In addition, to ensure the highest standard of product quality, we assign our designated quality control personnel to conduct on-site inspections at our manufacturers’. At the testing stage, product samples and each of their components will be examined thoroughly by our research and testing personnel to ensure that they satisfy all applicable technical requirements and industry standards at an early stage. Such examination results are properly recorded for internal review and inspection. We do not accept any substandard products.

During the Track Record Period, we cooperated with sufficient number of third-party manufacturers which we believe can meet our needs. To secure sufficient capacity, we also reserve alternative sources of supply in advance based on our business development plan.

Storage and Logistics To meet our storage needs and ensure the timely delivery of power banks to our location partners, we have set up over 200 storage facilities of various size across 150 cities in China as of December 31, 2020. Our storage facilities are strategically located close to our offices to ensure that our business development personnel are able to easily keep track of our devices and deliver services to our location partners in a timely manner.

As of Latest Practicable Date, we have also set up two special storage facilities for after-sales service and exchanges and return. The after-sales facility can run test and generate diagnosis reports for our devices, whereas

— 117 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS our exchange and return storage facility stores all returned devices or those to be exchanged. We believe that this separate management allows us to minimize costs and reduce damage ratios.

While our power banks are in our storage facilities, we place strong emphasis on our fixed asset management. We have established a series of related policies, such as a labeling system to categorize different batches of products distributed by us. Each of our power bank and cabinet is bar coded through which we closely monitor their functionality and damage and loss rate. We have also put in place a security system to protect and prevent our fixed asset from theft, embezzlement and damages. We engage third-party logistics service providers to collect our power banks and cabinets from storage places or factories to areas that our services cover.

Major Suppliers Our suppliers primarily consist of manufacturers of cabinets and power banks and suppliers for batteries. During Track Record Period, our top five suppliers accounted for 55.0%, 42.1% and 29.7% of our total purchase in 2018, 2019 and 2020. Our five largest suppliers, during the Track Record Period, on average had approximately 2.5 years of relationship with us.

The following table sets forth the details of our five largest suppliers during the Track Record Period.

Year of Percentage commencement Purchase of our Type of products / of business amount total Rank Supplier services provided Principal business relationship (RMB’000) purchase

For the year ended December 31, 2018 1 Supplier A Power banks Manufacturing of computers, 2017 119,838 34.7% and cabinets communications and other electronic equipments 2 Supplier B Power banks Research and development and 2018 55,248 16.0% and cabinets sales of power banks and cabinets, etc. 3 Supplier C Power banks Manufacturing of computers and 2018 6,576 1.9% and cabinets other electronic equipment 4 Supplier D Batteries Manufacturing of electronic 2017 4,474 1.3% components, electronic accessories and batteries 5 Supplier E Batteries Manufacturing of lithium-ion 2017 3,670 1.1% batteries and electronic accessories For the year ended December 31, 2019 1 Supplier A Power banks Manufacturing of computers, 2017 333,581 23.2% and cabinets communications and other electronic equipments 2 Supplier B Power banks Research and development and 2018 204,715 14.3% and cabinets sales of power banks and cabinets, etc. 3 Supplier F Carriers Machinery parts and spare parts 2018 29,245 2.0% processing 4 Supplier G Cabinets and Machinery parts and spare parts 2018 19,961 1.4% other carriers processing 5 Supplier H Identity Provision of business 2019 17,290 1.2% verification, crowdsourcing, income settlement, payment intelligent tax returns, business settlement and registration and other services for invoicing self-employed businesses and small business owners

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Year of Percentage commencement Purchase of our Type of products / of business amount total Rank Supplier services provided Principal business relationship (RMB’000) purchase

For the year ended December 31, 2020 1 Supplier A Power banks Manufacturing of computers, 2017 243,211 15.2% and cabinets communications and other electronic equipments 2 Supplier I Power banks Research and development and 2019 139,737 8.7% and cabinets sales of plastic products, electronic products, silicone products and molds, etc. 3 Supplier H Identity Provision of business 2019 40,424 2.5% verification, crowdsourcing, income settlement, payment intelligent tax returns, business settlement and registration and other services for invoicing self-employed businesses and small business owners 4 Supplier B Power banks Research and development and 2018 29,032 1.8% and cabinets sales of power banks and cabinets, etc. 5 Supplier J Power banks Research and development and 2020 23,826 1.5% and cabinets sales of power adapters, mobile phone accessories and electronic products

None of our directors, their respective associates or any of our shareholders holding more than 5% of our issued share capital after the [REDACTED], to the knowledge of our directors, held any interests in any of our five largest suppliers during the Track Record Period.

QUALITY CONTROL We place strong emphasis on product quality and safety by implementing a comprehensive quality control system covering the whole process of research and development, manufacturing, warehousing and logistics and maintenance. Š Research and Development. Our research and development efforts cover multiple elements of our power bank sharing services, including, hardware, software, design, and digital infrastructure. Each research and development project is completed by a dedicated team of experienced experts. Generally, research and development on hardware need to go through rounds of internal reviews and examinations, testing and trial production before they can be launched into the market by mass production. Š Manufacturing. We have implemented a series of effective quality control measures to continuously improve the quality control in manufacturing process. Please see “— Supply Chain Management — Manufacturing.” Š Storage and Maintenance. We strictly implement national safety requirements for supervision and circulation of portable power banks. While at our storage facilities, each power bank undergoes standard operating procedures, including voltage stability tests. After the power banks are circulated into the market, our business development personnel regularly collects and performs thorough examinations on the power banks. We leverage our hardware management system to closely track and monitor our power banks in real time. In case any malfunction is identified, the power banks will be locked immediately, and our hardware management system will push notifications to the responsible business development personnel who will then recollect the power banks in a timely manner.

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DATA SECURITY AND PROTECTION Information security is one of our top priorities. Securing personal information is critical to our business operations and to future growth. A security breach could have a material adverse operational, financial, regulatory, and reputational impact to us. We have implemented policies and procedures designed to comply with laws and regulations related to the privacy and security of personal information. We gain access to vast amount of behavioral data through transactions completed on our mini programs, and we collect user information only with their consents.

In addition, to prevent and detect risks and vulnerabilities in user privacy and data security, we have adopted several technical solutions, among others, encryption and firewall. We also have clear and strict authorization and authentication procedures and policies for data accessing. Employees who have access to data which is directly relevant and necessary to their job responsibilities for limited purposes and are required to obtain authorization upon every access attempt.

BRANDING AND MARKETING Branding and marketing are important parts of our business growth and expansion. Effective and efficient marketing efforts enable us to establish our brand recognition for attracting new users and retaining existing ones. In 2018, 2019 and 2020, our distribution and marketing expenses amounted to RMB260.5 million, RMB1,052.8 million and RMB1,472.1 million, respectively.

Branding We are dedicated to building a brand that engages with our users, and aspire to become the power bank sharing brand of choice to consumers. Building a reputable brand also helps us establish a network effect, as location partners, network partners are more inclined to cooperate with us as we expand. We believe that we have developed a brand that is associated with reliable and safe power banks and a wide service network by both consumers and location partners.

Marketing We believe that our growth depends on, among others, the expansion of our network. We try to establish our brand reputation and awareness among potential location partners, network partners and users in order to better implement our expansion strategies. We also use these opportunities to further educate the market of our business models, attracting more location partners to host our devices. To increase the awareness of our industry and our brand, we have sponsored some large offline events that synergies with our brand values and attract potential users to our products and services.

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Campaigns During the Track Record Period, we had collaborated with over 10 domestic and internationally renowned IPs, including Honor of Kings, 2020 League of Legends World Championship, Talking Tom and Friends, NetEase Cloud Music, and Zhihu. Through such collaboration, we design customized power banks with our brand partners’ logo and signature graphics on the surface of our power banks. Our IP collaborations are typically conducted free of charge for us, because of the user reach and awareness that our IP partners can gain.

RESEARCH AND DEVELOPMENT We believe research and development is critical to our future growth and our ability to remain competitive. We are dedicated to discover, develop and innovate new and advanced technologies to further improve our user experience and enhance operational efficiency. As of December 31, 2020, we had an industry leading research and development team with a total of 416 full-time employees, many of whom had worked in various renowned technology companies, such as Alibaba, Tencent, ByteDance and Baidu. Our research and development team is responsible for the development, management and maintenance of our proprietary technologies and infrastructure, including cloud hardware management system, CRM and ERP system, digitalized supply chain system, and business development operational management tools. We have invested RMB37.3 million, RMB101.8 million and RMB118.6 million in research and development in 2018, 2019 and 2020, respectively, accounting for 8.8%, 6.2% and 6.2% of our total revenues in the same periods, demonstrating our strong commitment in research and development activities.

INTELLECTUAL PROPERTY Intellectual property rights are essential to our business, and we devote time and resources to their development and protection. As of the Latest Practicable Date, we held 49 patents, 27 trademarks, 63 software copyrights, three fine art copyrights and six domain names in China, and we also had 60 pending patent applications and 65 pending trademark applications in China. We believe, however, that no single patent, trademark, software copyright or any intellectual property asset, is material to our business as a whole. Our approach is to manage our intellectual property assets, to safeguard them and to maximize their value to our enterprise. We actively defend our important intellectual property assets and pursue protection of our products, and other intellectual property where possible.

During the Track Record Period, we did not find any of such breaches of our intellectual property rights. However, unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our intellectual property rights from such unauthorized use may adversely affect our business and results of operations. See “Risk Factors — Risks Relating to Our Business and Industries — We may not be able to obtain, maintain, or enforce our intellectual property rights and may be subject to intellectual property ligation that could

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SEASONALITY Our business is subject to minor seasonal fluctuations, normally with relatively stronger performance in the third and fourth quarters, primarily due to increased foot traffic at the POIs during summer and certain holidays as a result of an increase in business operations of our location partners, and traveling and vacation plans of users. The first quarter of each year generally contributes a smaller portion of our revenues, primarily due to a reduced level of outdoor activities and temporary business suspension of our location partners during the Chinese New Year holiday.

AWARDS AND RECOGNITIONS The following table sets forth some of our major awards and recognitions during the Track Record Period and up to the Latest Practicable Date.

Award/Recognition Issuing Entity Time of Receipt Most Influential Enterprise of the Year 36Kr December 2020 2020 Unicorn Company in Hangzhou Hangzhou Venture Capital Association June 2020 Annual Award for Smart Service on WeChat September 2020 WeChat Growth Force of the Year (2019) CBNData December 2019 Annual King of Lifestyle 36Kr December 2019 Global Trend Case Award Huanqiu. com September 2018 Annual Award for Excellent Smart WeChat September 2018 Living Service on WeChat

PRICING We price our power bank sharing services based on a variety of factors, primarily including consumption scenarios, foot traffic of locations, local consumer purchasing power, and operational costs. As a result, our services may be set at different prices at different regions and locations.

COMPETITION China’s power bank sharing service market is relatively new and has witnessed a rapid growth in the past few years, according to the Frost & Sullivan Report. The market size of the power bank sharing service in China in terms of revenue increased from RMB0.2 billion in 2016 to RMB8.6 billion in 2020, representing a CAGR of 151.1%. Driven by continuously increasing penetration of power bank sharing service in China, the market size of the power bank sharing service in China in terms of revenue is expected to reach RMB106.1 billion in 2028, representing a CAGR of 36.9% from 2020.

Although the power bank sharing service market is relatively new, it has a number of large-scale participants. We believe that our ability to compete effectively depends on many factors, including our ability to expand our network, the availability and quality of our power banks and cabinets, our pricing strategies, our user experience, our technological development, our partnership with third parties, our marketing and selling efforts, and the strength and goodwill of our brand.

Furthermore, as our business continues to grow rapidly, we face significant competition for highly skilled personnel, including those specializing business development, research and development, operation and supply chain management. The success of our growth strategy depends in part on our ability to attract and retain experienced and qualified personnel. See “Industry Overview” for more information.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES Our business is generally subject to relevant PRC national and local environmental laws and regulations. As confirmed by our PRC Legal Adviser, we are not required to obtain any approvals or certificates that are applicable to the environment laws and regulations in the PRC. We have established strict environmental protocols, and have ensured that all of our battery core and device chips are recyclable, and we dispose all of our hardware through government-approved recycle companies.

We believe our continued growth rests on integrating social values into our business. With the aspiration to promote convenient and connected living, we are devoted to utilize our online and offline network to offer public welfare resources to everyone in the communities we serve.

EMPLOYEES As of December 31, 2020, we had a total of 5,992 full-time employees. The following table sets forth our employees by functions as of December 31, 2020:

Number of Function Employees % of Total Research and development ...... 416 7.0% Business development ...... 4,919 82.0% Mid and back offices ...... 657 11.0% Total...... 5,992 100.0

We believe that maintaining a stable and motivated employee force is critical to the success of our business. We organize various training programs on a regular basis for our employees to enhance their knowledge, to improve time management skills and communications skills, and to strengthen their teamwork spirit. We also provide various incentives to better motivate our employees. We primarily recruit our employees through job fairs, employee referrals, industry referrals and online channels including our corporate website and social networking platforms.

The remuneration package of our employees includes salary, benefits, bonus and incentives. Our compensation programs are designed to remunerate our employees based on their performance, measured against specified objective criteria. As required by PRC laws and regulations, we have made contributions to the various mandatory social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance and maternity leave insurance, and to mandatory housing accumulation funds, for or on behalf of our employees. During the Track Record Period and up to the Latest Practicable Date, we have not experienced any strikes or labor disputes that had any material adverse effect to our operations. As of the Latest Practicable Date, except as otherwise disclosed in this document, we did not have any non-compliance with statutory social security insurance fund and housing fund obligations applicable to us under applicable laws in all material respects.

INSURANCE We maintain standard benefit plans required by PRC laws and regulations, including pension insurance, medical insurance, workplace injury insurance, unemployment insurance, and maternity insurance. We obtain such insurance from reputable insurance carriers in accordance with commercially reasonable standards. In line with general market practice, we maintain business insurances covering damages to our properties and IT infrastructures, but do not maintain any business interruption insurance or key man life insurance, which are not mandatory under the applicable laws. For a discussion of risks relating to our insurance coverage, see “Risk Factors — Risks Relating to Our Business and Industry — Our insurance coverage is limited and may not be sufficient to cover all of our potential losses.”

Our Directors believe that our insurance coverage is adequate and in line with industry norm. We periodically review our insurance coverage to ensure that it remains to be sufficient.

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PROPERTIES We are headquartered in Hangzhou, Zhejiang Province, China. As of March 31, 2021, we did not own any properties, and we leased a total of 46 properties with each over 250 square meters in China. Our leased properties are primarily used as premises for our offices.

The relevant lease agreements have lease expiration dates ranging from one to two years, some with renewal options. We are in the process of renewing the lease agreements that are due to expire in 2021. These properties are used for non-property activities as defined under Rule 5.01(2) of the Listing Rules.

As of March 31, 2021, lessors of 12 of our leased properties with each over 250 square meters have not provided us with valid title certificates or relevant authorization documents evidencing their rights to lease the properties to us. As of the Latest Practicable Date, we are not aware of any incidents that have arisen due to the safety conditions of these properties and we are not aware that the relevant title certificates were not obtained due to the safety conditions of these properties.

According to PRC laws and regulations, in situations where a lessor lacks evidence of the title or the right to lease, the relevant lease agreement may not be valid or enforceable, and we may face challenges from third parties regarding our leasehold rights. For details, please see “Risk Factors — Certain of our leased property interests may be defective and could results in claims, monetary penalties, increased costs of operation or otherwise harm on our business”. Our Directors confirm that in the event that we are unable to enforce these leases and are required to relocate due to the defective titles of the leased properties or the invalidity of the lease agreements, we will be able to find substituted premises nearby. Our Directors are of the view that the defective titles will not individually or collectively have a material adverse impact on our business or financial condition because (i) we are not subject to any action, claim or investigation being conducted or threatened by any third parties or the competent government authorities with respect to the defects in our leased properties as of the Latest Practicable Date and (ii) we believe we can relocate in a timely manner at minimum expense given that these premises are primarily used for offices and not crucial to our core business.

Pursuant to the applicable PRC laws and regulations, property lease agreements shall be registered with the relevant local branches of the PRC Ministry of Housing and Urban-Rural Development. As of the Latest Practicable Date, we had not completed lease registration for 45 of the properties with each over 250 square meters we leased in the PRC, primarily due to the difficulty of procuring the relevant landlords’ cooperation to register such leases. Our PRC Legal Adviser has advised us that the lack of registration for the lease agreements will not affect the validity of such lease agreements under PRC law, however a maximum penalty of RMB10,000 may be imposed on each of the lessor and the tenant for each incident of non-compliance of lease registration requirement. We are in the process of further liaising with the relevant landlords and will take all practicable and reasonable steps to ensure that the unregistered leases are registered.

As of December 31, 2020, none of our properties has a carrying amount of 15% or more of our consolidated total assets. Therefore, according to section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this Document is exempted from compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our interests in land or buildings.

OCCUPATIONAL HEALTH, WORK SAFETY AND ENVIRONMENTAL PROTECTION We base our health and safety rules in our employee manual on government regulations and require all employees to follow these rules. During the Track Record Period and up to the Latest Practicable Date, there has not been any material incident concerning occupational health or safety, and we had not been subject to any material fines or other penalties due to non-compliance with health, safety or environmental regulations.

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LEGAL PROCEEDINGS AND COMPLIANCE During the Track Record Period and up to the Latest Practicable Date, we did not have any non-compliance with the laws or regulations which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

During the Track Record Period and up to the Latest Practicable Date, except as disclosed in this Document, we had not been involved in any material legal, arbitration or administrative proceedings, including any bankruptcy or receivership proceedings, that we believe would have a material adverse effect on our business, results of operations, financial condition or reputation. Our Directors are not involved in any actual or threatened claims or litigations. There are no material legal, arbitral or administrative proceedings before any court current or pending against, or involving the properties, or the businesses of our Company or to which any of the properties or members of our Company is subject. However, we may from time to time become a party to various legal, arbitration or administrative proceedings arising in the ordinary course of business.

RISK MANAGEMENT AND INTERNAL CONTROL Risk Management We are dedicated to the establishment and maintenance of a robust risk management and internal control system. We have adopted and implemented risk management policies and corporate governance measures in various aspects of our business operations to identify, assess, evaluate and monitor key risks associated with our strategic objectives on an on-going basis. Our audit committee, and ultimately our Directors supervise the implementation of our risk management programs. Risks identified by management will be analyzed on the basis of likelihood and impact, and will be properly followed up and mitigated and rectified by our Group and reported to our Directors.

The following key principles outline our approach to risk management and internal control:

Our Audit Committee oversees and manages the overall risks associated with our business operations, including (i) reviewing and approving our risk management programs and procedures to ensure that it is consistent with our corporate objectives; (ii) monitoring the most significant risks associated with our business operation and our management’s handling of such risks; (iii) reviewing our corporate risk matrix in the light of our corporate risk tolerance; (iv) reviewing the significant residual risks and the needs to set up mitigating controls; and (v) monitoring and ensuring the appropriate application of our risk management framework across our Group.

Our finance department, legal and compliance department, and human resources department are responsible for implementing our risk management program and carrying out our day-to-day risk management practice. In order to formalize risk management across our Group and set a common level of transparency and risk management performance, the relevant departments will (i) gather information about the risks relating to their operation or function; (ii) conduct risk assessments, which include the identification, prioritization, measurement and categorization of all key risks that could potentially affect their objectives; (iii) continuously monitor the key risks relating to their operation or function; (iv) implement appropriate risk responses where necessary; and (v) develop and maintain an appropriate mechanism to facilitate the application of our risk management framework.

Internal Control Our Board is responsible for establishing our internal control system and reviewing its effectiveness. We regularly reviewed and enhanced our internal control system. The following is a summary of the internal control policies, measures and procedures we have implemented or plan to implement:

We have adopted various measures and procedures regarding each aspect of our business operation, such as power bank and cabinet maintenances, supplier chain management, warehousing and logistics, IT system and

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Our senior management team and our Directors, with help from our legal advisors, will also periodically review our compliance status with all relevant laws and regulations. We have internally established a set of compliance policies to provide guidance to our employees on expected business practices and ethical and moral behaviors, such as Code of Conduct and Ethics Policy and Anti-Bribery and Corruption Policy. We strictly require our employees to comply with applicable anti-corruption laws. Such anti-corruption laws generally prohibit the offer, promise, payment or receipt of anything of value to obtain, retain or grant business opportunities or to exchange in an improper advantage. Any employee that violates the Anti-Bribery and Corruption Policy can be subject to disciplinary actions, up to and including termination of employment. We also prohibit employees from engaging in any illegal or unethical economic behavior and seeking benefits from it, and implement strict management and audit procedures to prevent lack of transparency and corruption during the sale or procurement process.

We have established an audit committee in September 2020, which (i) makes recommendations to our Directors on the appointment and removal of external auditors; (ii) reviews the financial statements and render advice in respect of financial reporting and internal controls; and (iii) as well as oversee our internal control procedures and any significant risks.

LICENSES, PERMITS AND APPROVALS Our PRC Legal Adviser has advised us that, up to the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from the relevant government authorities that are material for our business operations in China and such licenses, approvals and permits remained in full effect, and no circumstances existed that would render their revocation or cancelation.

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BOARD OF DIRECTORS Our Board of Directors comprises nine Directors, including five executive Directors, one non-executive Director and three independent non-executive Directors. Our Directors are elected to serve a term of three years, which is renewable upon reelection and/or reappointment.

The following table sets out information in respect of our Directors:

Date of Date of joining our appointment as Name Age Position Group a Director Roles and responsibilities

Mr. TANG Yongbo 39 Chairman of the December 6, 2016 June 18, 2020 Responsible for the (唐永波) Board and executive overall management of Director the business strategy and corporate development of our Group

Ms. NING Jiuyun 51 Executive Director February 12, 2019 June 18, 2020 Responsible for the (甯九雲) accounting, legal and financing matters of our Group

Mr. LU Yufeng 42 Executive Director December 1, 2019 June 18, 2020 Responsible for leading (蘆宇峰) the product research and development and management of software and hardware technical architecture of our Group

Ms. YUAN Xinmei 35 Executive Director December 6, 2016 June 18, 2020 Responsible for new (袁新梅) business establishment and development of our Group

Mr. HUANG Qiaoling 33 Executive Director December 6, 2016 June 18, 2020 Responsible for (黃巧玲) management of business related to consumer end of our Group

Mr. ZHU Xiaohu 46 Non-executive January 4, 2017 June 18, 2020 Participating in Director providing advice on material decision making of our Group

Mr. LU Qing (陸青 ) 39 Independent June 18, 2020 June 18, 2020 Responsible for non-executive addressing conflicts of Director interest and providing strategic advice and guidance to the business and operations of our Group

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Date of Date of joining our appointment as Name Age Position Group a Director Roles and responsibilities

Mr. WANG Gang (王剛 ) 45 Independent August 31, 2020 August 31, Responsible for non-executive 2020 addressing conflicts of Director interest and providing strategic advice and guidance to the business and operations of our Group

Mr. HO Yui Pok, 55 Independent March 19, 2021 March 19, Responsible for Eleutherius (何睿博) non-executive 2021 addressing conflicts of Director interest and providing strategic advice and guidance to the business and operations of our Group

Executive Directors

Mr. TANG Yongbo (唐永波), aged 39, was appointed as an executive Director on June 18, 2020. Mr. Tang is primarily responsible for the overall management of the business strategy and corporate development of our Group. Mr. Tang founded our Group in December 2016 and has been the general manager of the Company since then. In addition to his positions in our Company, Mr. Tang also serves other positions in our Group, including the chairman and general manager of Udian Technology and Hangzhou Mange since December 2017 and April 2020, respectively.

Prior to joining our Group, Mr. Tang worked at Hangzhou Meida Network Technology Co., Ltd. (杭州美噠 網絡科技有限公司) from June 2016 to January 2017 with the last position being the chief executive officer. From April 2013 to June 2015, he served as a senior manager at Taobao (China) Software CO., Ltd. (淘寶（中國）軟件 有限公司); and a manager at Taobao (China) Software CO., Ltd. from November 2011 to April 2013. From May 2007 to March 2010, he served as a sales director of Beijing Rayootech Co., Ltd. (北京瑞友科技股份有限公司).

From July 2002 to June 2004, Mr. Tang attended undergraduate courses in the University of Auckland in New Zealand. In January 2019, Mr. Tang was awarded the Tsinghua-Qingteng Future Science and Technology School Certificate (清華-青騰未來科技學堂學業證書) by Tsinghua School of Economics & Management & Tencent (清華經濟管理學院&騰訊), and was regarded as one of the Top 10 Change Makers in 2018 (2018年十大 創變者) in January 2019 by the Zhejiang Youth Entrepreneurship College (浙江青年創業學院). Mr. Tang has also been appointed as a member of a council of China Internet Association (中國互聯網協會) in October 2020.

Ms. NING Jiuyun (甯九雲), aged 51, was appointed as an executive Director on June 18, 2020. Ms. Ning is primarily responsible for the accounting, legal and financing matters of our Group. Ms. Ning joined our Group on February 12, 2019 as a president and chief financial officer.

Prior to joining our Group, from July 2015 to January 2019, Ms. Ning worked at Beijing Learning Network Technology Co., Ltd. (北京學之途網絡科技有限公司) as its chief financial officer. Ms. Ning served as the general manager of Beijing Guorong Innovation Management Consultants Co., Ltd (北京國融創新管理顧問有限公司) from January 2015 to July 2015. From December 2012 to January 2015, Ms. Ning served at Shanda Networking Co., Ltd. (上海盛大網絡發展有限公司) acting as the chief financial officer of Shanda Cloud business group. From January 2014 to January 2015, she also concurrently served as the chief executive officer at Shanda Cloud department. From July 2011 to December 2012, she worked at Yueting Information Technology (Shanghai) Co., Ltd. (閱霆信息技術（上海）有限公司) as a vice president responsible for investor relationship. From October

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2007 to July 2011, Ms. Ning served as a senior vice president in Pactera Technology International Ltd. (文 思海輝技術有限公司)(“Pactera Technology”), where she was mainly responsible for its investor relationship, mergers and acquisitions and review of material business projects. The predecessor company of Pactera Technology is a group member of Vanceinfo Technologies Inc. which was listed on the New York Stock Exchange (stock code: VIT). From March 2001 to October 2007, she worked as a senior manager of professional services at Motorola Systems (China) Co., Ltd. (摩托羅拉系統（中國）有限公司).

Ms. Ning received her bachelor degree in English literature from Xiangtan University (湘潭大學) in June 1990 in the PRC. She also received her master degree in English literature from Beijing Foreign Studies University (北京外國語大學) in March 1995 in the PRC and obtained her MBA degree through on-the-job learning from Rutgers University in May 2003.

Mr. LU Yufeng (蘆宇峰), aged 42, was appointed as an executive Director on June 18, 2020. Mr. Lu is primarily responsible for leading the product research and development and management of software and hardware technical architecture of our Group. Mr. Lu joined our Group on December 1, 2019 as the chief technology officer of our Company.

Prior to joining our Group, from June 2014 to November 2019, Mr. Lu worked in Hangzhou Huo Xiaoer Technology Co., Ltd. (杭州火小二科技有限公司) as a senior vice president and the chief technology officer, where he was mainly responsible for leading product development. From August 2012 to June 2014, he worked as the chief executive officer of Hangzhou Wulongdao Network Technology Co., Ltd. (杭州烏龍島網絡技術有限 公司). From December 2006 to August 2012, Mr. Lu served as a manager at the platform technology department of Alipay (China) Internet Technology Co., Ltd. (支付寶（中國）網絡技術有限公司), an affiliate of Alibaba (China) Co., Ltd. (阿里巴巴（中國）有限公司) , where he was mainly responsible for technical team management and product development.

Mr. Lu received his college diploma through on-the-job learning in computer information management from Nanchang Employee Technology University (南昌職工科技大學) in July 2002 in the PRC.

Ms. YUAN Xinmei (袁新梅), aged 35, was appointed as an executive Director on June 18, 2020. Ms. Yuan is primarily responsible for new business establishment and development of our Group. Ms. Yuan joined our Group on December 6, 2016 and served as the supply chain director and human resources director. She is currently serving as the operation director responsible for the establishment and development of our Group’s new business.

Prior to joining our Group, Ms. Yuan worked for Taobao (China) Software Co., Ltd. (淘寶（中國）網絡科 技有限公司) serving as a marketing specialist from March 2014 to July 2015. From July 2015 to December 2016, she worked at Hangzhou Meida Internet Tech Co., Ltd. (杭州美噠網絡科技有限公司) with the last position being operation supervisor.

In June 2019, Ms. Yuan received her bachelor degree in law from Zhixing College of Hubei University (湖 北大學知行學院) in the PRC.

Mr. HUANG Qiaoling (黃巧玲), aged 33, was appointed as an executive Director on June 18, 2020. Mr. Huang is primarily responsible for management of business related to consumer end of our Group. Mr. Huang joined our Group on December 6, 2016 as the operation partner of the Company.

Prior to joining our Group, from June 2015 to December 2016, Mr. Huang worked at Hangzhou Meida Internet Tech Co., Ltd. (杭州美噠網絡科技有限公司) with the last position being the technology partner responsible for leading the development of product technology. Mr. Huang served as a technological expert at Taobao (China) Software Co., Ltd. (淘寶（中國）軟件有限公司) from January 2013 to June 2015 where he was responsible for leading product technology development work of Taodiandian (淘點點) business. From April 2008 to February 2012, Mr. Huang served as a soft engineer in Taobao (China) Software Co., Ltd.

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In June 2007, Mr. Huang received his college diploma from Ningbo University of Finance and Economics (寧波財經學院) in internet technology in the PRC.

Non-executive Director Mr. ZHU Xiaohu, aged 46, was appointed as a non-executive Director on June 18, 2020. Mr. Zhu is primarily responsible for providing advice on material decision making of our Group. Mr. Zhu joined our Group on January 4, 2017 as a Director.

Mr. Zhu has worked in and served as the legal representative of Suzhou GSR Zhaohua Venture Capital Management Co. Ltd. (蘇州金沙江朝華創業投資管理有限公司) since August 2015.

Mr. Zhu obtained his master degree in economics from Fudan University (復旦大學) in June 1998 in the PRC and his bachelor degree in electronic engineering from Shanghai Jiao Tong University (上海交通大學)in July 1996 in the PRC.

Independent Non-executive Directors

Mr. LU Qing (陸青), aged 39, was appointed as an independent non-executive Director on June 18, 2020. Mr. Lu is primarily responsible for addressing conflicts of interests and providing strategic advice and guidance to the business and operations of our Board.

Mr. Lu is concurrently an independent director of Super Fastening System (Shanghai) Co., Ltd. (超捷緊固 系統（上海）股份有限公司) since November 2019. Since January 2011, Mr. Lu has been working at Zhejiang University Guanghua Law School (浙江大學光華法學院), currently serving as an associate professor.

Mr. Lu received his doctoral degree from University of Verona in March 2010 in Italy and his master and bachelor degree in civil and commercial law from University of Political Science and Law (華東政法 學院) in June 2006 and July 2003, respectively, in the PRC.

Mr. WANG Gang (王剛), aged 45, was appointed as an independent non-executive Director on August 31, 2020. Mr. Wang is primarily responsible for addressing conflicts of interests and providing strategic advice and guidance to the business and operations of our Board.

Mr.Wang is concurrently serving the following positions outside of our Group:

Š an independent director of Hangzhou Greatstar Industrial Co., Ltd, (杭州巨星科技股份有限公司) (SZSE: 002444) since August 2020;

Š an independent director of Hangzhou Bensong New Material Technology Co., Ltd. (杭州本松新材料 技術股份有限公司) since June 2020;

Š a director of HangZhou Nbond Nonwovens Co.,Ltd. (杭州諾邦無紡股份有限公司) (SSE: 603238) since January 2013;

Š a director of Hangzhou Robam Appliances Co., Ltd. (杭州老闆電器股份有限公司) (SZSE: 002508) since March 2015;

Š a director of Hangzhou Fortune Gas Equipment Co., Ltd. (杭州福斯達深冷裝備股份有限公司) since August 2015;

Š a director at Hangzhou Zhu Bingren Culture and Art Co., Ltd. (杭州朱炳仁文化藝術有限公司) since October 2020;

Š a director of Hangzhou Wheeler General Machinery Co.,Ltd (杭州蕙勒智慧科技有限公司) since October 2020;

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Š a director of Hangzhou Guoguang Tourist Products Co., Ltd. (杭州國光旅遊用品有限公司) since October 2017;

Š a director of Jindi Intelligent Kitchen Appliance Co., Ltd. (嵊州市金帝智慧廚電有限公司) since July 2018; and

Š a director of De Dietrich Trade (Shanghai) Co., Ltd. (德地氏貿易(上海)有限公司) since June 2016.

From May 2013 to May 2016, Mr. Wang served as an independent director of Shanghai Apollo Machinery Co., Ltd (上海阿波羅機械股份有限公司) (NEEQ: 832568).

Mr. Wang received his bachelor degree in international enterprise management and master degree in enterprise management from Shanghai University of Finance and Economics (上海財經大學) in July 1997 and February 2001, respectively, in the PRC.

Mr. HO Yui Pok, Eleutherius (何睿博), aged 55, was appointed as an independent non-executive Director on March 19, 2021. Mr. Ho is primarily responsible for addressing conflicts of interests and providing strategic advice and guidance to the business and operations of our Board.

Mr. Ho served as the chief financial officer, company secretary and authorized representative of Xtep International Holdings Limited (HKEX: 1368) from September 2007 to August 2017; and an executive director of Xtep International Holdings Limited from March 2010 to August 2017. Mr. Ho was re-designated as a non- executive director of Xtep International Holdings Limited from September 2017 to May 2019. From April 2005 to August 2007, Mr. Ho served as the chief financial officer, company secretary and authorized representative of GST Holdings Limited, a company previously listed on the Hong Kong Stock Exchange. From October 2000 to March 2005, Mr. Ho served as a financial controller of EC-Founder (Holdings) Company Limited (currently known as Peking University Resources (Holdings) Company Limited (HKEX: 618). Mr. Ho also worked in New World Group as a manager from July 1996 to March 2000, and from July 1994 to June 1996 as a manager at Ernst & Young.

Mr. Ho received his bachelor degree in accounting and master degree in management science respectively from University of Kent in the U.K. in July 1987 and July 1989.

Mr. Ho became a member of The Institute of Chartered Accountants in England and Wales in September 1993 and has been its fellow member since 2010. Mr. Ho became a member of the Hong Kong Institute of Certified Public Accountants in December 1993 and has been its fellow member since September 2010. Mr. Ho has also been a member of The Hong Kong Institute of Directors and Institute of Directors (England) since August 2010 and April 2019, respectively.

In 2016, Mr. Ho received the Best CFO (Overall) and Best CFO (sellside) in Consumer/Discretionary Sector Awards presented by Institutional Investor, and the Directors of the Year Awards 2016 by The Hong Kong Institute of Directors. In 2016 and 2017, Mr. Ho received the Best IR by CFO Awards presented by Hong Kong Investor Relations Association.

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BOARD OF SUPERVISORS The board of Supervisors comprises three members. The following table sets out information in respect of our Supervisors:

Date of Date of joining our appointment as Name Age Position Group a Supervisor Roles and responsibilities

Ms. LU Biyu 21 Shareholder February 25, 2019 June 18, 2020 Responsible for overseeing (鹿畢雨) representative our business operations Supervisor and chairman of our board of Supervisors

Mr. ZHONG Wenbing 32 Employee March 16, 2020 June 18, 2020 Responsible for overseeing (鐘文兵) representative our business operations Supervisor

Mr. HOU Qiru 33 Shareholder May 6, 2020 June 18, 2020 Responsible for overseeing (侯其如) representative our business operations Supervisor

Ms. LU Biyu (鹿畢雨), aged 21, was appointed as a Supervisor and the chairwoman of our board of Supervisors on June 18, 2020. Ms. Lu is mainly responsible for overseeing our business operations.

Prior to joining our Group, Ms. Lu worked as a preschool teacher in Blue-sky kindergarten (藍天幼稚園) from September 2018 to January 2019.

Ms. Lu obtained her college diploma through online learning in preschool education from Huaibei Normal University (淮北師範大學) in July 2018 in the PRC.

Mr. ZHONG Wenbing (鐘文兵), aged 32, was appointed as a Supervisor on June 18, 2020. Mr. Zhong is mainly responsible for overseeing our business operations.

Prior to joining our Group, Mr. Zhong worked in Hangzhou Joyoung Electronic Information Technology Co., Ltd. (杭州九陽電子信息技術有限公司) from March 2012 to April 2017.

Mr. Zhong received his college diploma in business administration through online learning from Northwestern Polytechnic University (西北工業大學) in July 2018 in the PRC.

Mr. HOU Qiru (侯其如), aged 33, was appointed as a Supervisor on June 18, 2020. Mr. Hou is mainly responsible for overseeing our business operations.

Prior to joining our Group, Mr. Hou served as an administrative director of Quanmin Gongshi (Hangzhou) Technology Co., Ltd. (全民共識（杭州）科技有限公司) from July 2019 to March 2020. From June 2008 to June 2019, he worked at Zhejiang Tiansou Technology Co., Ltd (浙江天搜科技股份有限公司).

Mr. Hou received his on-the-job bachelor degree in accounting from Zhejiang Sci-Tech University (浙江理 工大學) in June 2014 in the PRC.

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SENIOR MANAGEMENT The following table provides information about our senior management:

Date of appointment as a Date of joining our senior Name Age Position Group management Roles and responsibilities

Mr. TANG Yongbo 39 General manager December 6, 2016 December 6, Responsible for the overall (唐永波) 2020 management of the business strategy and corporate development of our Group

Ms. NING Jiuyun 51 Chief financial February 12, 2019 February 12, Responsible for the (甯九雲) officer 2019 accounting, legal and financing matters of our Group

Mr. LU Yufeng 42 Vice general December 1, 2019 December 1, Responsible for leading the (蘆宇峰) manager 2019 product research and development and management of software and hardware technical architecture of our Group

Ms. YUAN Xinmei 35 Vice general December 6, 2016 December 6, Responsible for new (袁新梅) manager 2016 establishment and development of our Group

Mr. CAO Yitang 45 Vice general October 1, 2020 October 16, Responsible for capital (曹益堂) manager 2020 operation and Board related matters of our Group

Mr. TANG Yongbo (唐永波), aged 39, was appointed as our general manager on December 6, 2020. Please refer to the section headed “— Board of Directors — Executive Directors — Mr. TANG Yongbo” for his biography.

Ms. NING Jiuyun (甯九雲), aged 51, was appointed as our chief financial officer on February 12, 2019. Please refer to the section headed “— Board of Directors — Executive Directors — Ms. NING Jiuyun” for her biography.

Mr. LU Yufeng (蘆宇峰), aged 42, was appointed as our vice general manager on December 1, 2019. Please refer to the section headed “— Board of Directors — Executive Directors — Mr. LU Yufeng” for his biography.

Ms. YUAN Xinmei (袁新梅), aged 35, was appointed as our vice general manager on December 6, 2016. Please refer to the section headed “— Board of Directors — Executive Directors — Ms. YUAN Xinmei” for her biography.

Mr. CAO Yitang (曹益堂), aged 45, was appointed as our vice general manager on October 16, 2020. Mr. Cao is mainly responsible for capital operation and Board related matters of our Group.

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Mr. Cao currently serves as an independent director at two companies, namely Zhongnan Constructions Group Co., Ltd. (江蘇中南建設集團股份有限公司) (SZSE: 000961) since May 2017 and Zhejiang Red Dragonfly Footwear Co., Ltd. (浙江紅蜻蜓鞋業股份有限公司) (SSE: 603116) since September 2016. Prior to joining our Group, Mr. Cao served as a vice general manager and board secretary of Nanji E-Commerce Co., Ltd. (南極電商股份有限公司) (SZSE: 002127) from September 2018 to September 2020. From July 2015 to July 2017, he served as the general manager of Fosun Ellassay Fashion Fund under Fosun Capital Investment Management Co., Ltd. (上海復星創富投資管理股份有限公司). From July 2017 to August 2018, he was a managing director of Shanghai CVCapital Asset Management Co., Ltd. (上海投中資產管理有限公司). From May 2016 to November 2019, he served as a member of the supervisory board of ADON WORLD SAS (wholly owning IRO SAS), a company registered in France.

Mr. Cao received his dual bachelor degrees from Shanghai Jiao Tong University (上海交通大學) in foreign trade, and mechanical engineering and automation in July 1998 in the PRC and his master degree in industrial economics from Fudan University (復旦大學) in July 2001 in the PRC. He also obtained the Certificate of Independent Director Qualification (獨立董事資格證書) issued by SSE in January 2015 and the Certificate of Board Secretary Qualification (董事會秘書資格證書) issued by the SZSE in September 2018.

JOINT COMPANY SECRETARIES

Mr. CAO Yitang (曹益堂), one of our joint company secretaries, was appointed on October 16, 2020. Mr. CAO Yitang is also our vice general manager. See the paragraph above in this section for details of his qualification.

Ms. CHAN Tsz Yu (陳芷瑜), was appointed as one of our joint company secretaries on April 19, 2021. Ms. Chan is an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited and has over five years of experience in the corporate services field. She is an associate member of both the Hong Kong Institute of Chartered Secretaries and the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators). In addition, she holds a bachelor’s degree in social science in the Chinese University of Hong Kong.

BOARD COMMITTEES Our Company has established three committees under the Board pursuant the corporate governance practice requirements under the Hong Kong Listing Rules, including the Audit Committee, Remuneration Committee and Nomination Committee.

Audit Committee We have established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal controls system of the Group, review and approve connected transactions and to advise the Board. The Audit Committee comprises three independent nonexecutive Directors, namely Mr. HO Yui Pok, Eleutherius, Mr. WANG Gang and Mr. LU Qing. Mr. HO Yui Pok, Eleutherius, being the chairman of the committee, is appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules.

Remuneration Committee We have established the Remuneration Committee in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the Remuneration Committee are to review and make recommendations to the Board regarding the terms of remuneration packages, bonuses and other compensation payable to our Directors and senior management. The Remuneration Committee comprises one executive Director and two independent non-executive Directors, namely Ms. NING Jiuyun, Mr. LU Qing and Mr. WANG Gang. Mr. LU Qing is the chairman of the committee.

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Nomination Committee We have established the Nomination Committee in compliance with the Code on Corporate Governance set out in Appendix 14 to the Listing Rules. The primary duties of the Nomination Committee are to make recommendations to our Board regarding the appointment of Directors and Board succession. The nomination committee comprises one executive Director and two independent non-executive Directors, namely Mr. Tang, Mr. Lu Qing and Mr. Wang Gang. Mr. Tang is the chairman of the committee.

BOARD DIVERSITY POLICY In order to enhance the effectiveness of our Board and to maintain the high standard of corporate governance, we have adopted the board diversity policy (the “Board Diversity Policy”) which sets out the objective and approach to achieve and maintain diversity of our Board. Pursuant to the Board Diversity Policy, we seek to achieve the diversity of the Board through the consideration of a number of factors when selecting the candidates to our Board, including but not limited to gender, skills, age, professional experience, knowledge, cultural, education background, ethnicity and length of service. The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our Board.

Our Directors have a balanced mix of knowledge and skills, including in management, business development, finance, investment management and corporate finance. They obtained degrees in various majors including management, economics and computer science, among others. We have three independent non-executive Directors with different industry backgrounds, representing one third of the members of our Board. Furthermore, our Board has a balanced age and gender representation. Taking into account our existing business model and specific needs as well as the different background of our Directors, the composition of our Board satisfies our Board Diversity Policy.

Our Nomination Committee is responsible for ensuring the diversity of our Board members. After the [REDACTED], our Nomination Committee will monitor the implementation of the Board Diversity Policy and review the Board Diversity Policy from time to time to ensure its continued effectiveness and we will disclose in our corporate governance report about the implementation of the Board Diversity Policy on an annual basis.

COMPLIANCE WITH CORPORATE GOVERNANCE CODE Pursuant to A.2.1 of the Corporate Governance Code, the roles of chairman and chief executive should be separate and should not be performed by the same individual. Mr. Tang currently serves as the chairman of the Board and the general manager (chief executive officer) of the Company. He is the founder of the Group and has been operating and managing the Group since its establishment. Hence, our Directors believe that it is beneficial to the business operations and management of the Group that Mr. Tang continues to serve as both the chairman of the Board and the general of the Company. The Board will continue to review the effectiveness of the corporate governance structure of our Group in order to assess whether separation of the roles of chairman of the Board and general manager is necessary.

Our Directors strive to achieve a high standard of corporate governance (which is of critical importance to our development) to protect the interest of Shareholders. Save as disclosed above, our Directors consider that upon [REDACTED], we will comply with all applicable code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules and the Model Code for Securities Transactions by the Directors of Listed Issuers set out in Appendix 10 to the Listing Rules.

COMPLIANCE ADVISER We have appointed Opus Capital Limited as our compliance adviser (the “Compliance Adviser”) pursuant to Rule 3A.19 of the Listing Rules. Our Compliance Adviser will provide us with guidance and advice as to compliance with the Listing Rules and applicable Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, our Compliance Adviser will advise our Company in certain circumstances including: (a) before the publication of any regulatory announcement, circular, or financial report;

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(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases; (c) where we propose to use the [REDACTED] of the [REDACTED] in a manner different from that detailed in this document or where the business activities, development or results of our Group deviate from any forecast, estimate or other information in this document; and (d) where the Stock Exchange makes an inquiry to our Company regarding unusual movements in the price or trading volume of its [REDACTED] securities or any other matters in accordance with Rule 13.10 of the Listing Rules.

The term of appointment of our Compliance Adviser shall commence on the [REDACTED] and is expected to end on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the [REDACTED].

DIRECTORS’ REMUNERATION For details on the service contracts and appointment letters signed between the Company and our Directors, please refer to the section “Statutory and General Information — C. Further Information about Our Directors and Supervisors — 1. Particulars of Service Agreements” in Appendix VI to this document.

During the Track Record Period, the total amount paid by us for payments of emoluments, salaries, allowances, discretionary bonus, defined contribution retirement plans and other benefits in kind (if applicable) paid or payable to Directors (excluding share-based compensation expense) were approximately RMB1.06 million, RMB1.57 million and RMB6.5 million excluding share-based payments, respectively. For remuneration details of all Directors during the Track Record Period, please refer to Note 10 to the Accountant’s Report as set out in Appendix I to this document.

According to existing effective arrangements, the total amount of remuneration (excluding any possible payment of discretionary bonus) shall be paid by us to Directors for the financial year ending December 31, 2021 is expected to be approximately RMB6.4 million.

The remuneration of Directors has been determined with reference to the salaries of comparable companies and their experience, duties and performance.

For the years ended December 31, 2018, 2019 and 2020, the five highest remunerated individuals of our Company included one, one and two Directors, respectively, their remunerations were included in the total amount paid by us for the emoluments, salaries, allowances, discretionary bonus, defined contribution retirement plans and other benefits in kind (if applicable) of the relevant Directors. For the years ended December 31, 2018, 2019 and 2020, the total amount of remuneration and benefits in kind (if applicable) paid by us to the five highest remunerated individuals (excluding our Directors) were approximately RMB2.6 million, RMB4.0 million and RMB2.8 million excluding share-based payments, respectively.

During the Track Record Period, no remuneration was paid by us nor receivable by Directors or the five highest remunerated individuals as incentives for joining or as rewards upon joining our Company. During the Track Record Period, no remuneration was paid by us nor receivable by Directors, past Directors or the five highest remunerated individuals as compensation for leaving positions as director or relating to management affairs in the Company or any subsidiary of the Company.

During the Track Record Period, none of our Directors has waived any remuneration. Certain of our Directors were granted with share options under the Pre-[REDACTED] Share Option Plan. For details of the share options granted, please see “Appendix VI — Statutory and General Information — D. Share Incentive Plan.” Save as disclosed above, during the Track Record Period, no other amounts shall be paid or payable by us or any of our subsidiaries to the Directors or the five highest remunerated individuals.

Save as disclosed above, no Director is entitled to receive other special benefits from the Company.

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So far as our Directors are aware, immediately following the completion of the [REDACTED] and assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised, the following persons will have interests and/or short positions (as applicable) in the Shares or underlying Shares of our Company, which would be required to be disclosed to us and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other members of the Group:

Long Positions in the Shares of the Company

Name of substantial Shares held as of the date of Shares held immediately following the shareholder Nature of interest this document completion of the [REDACTED] Number Approximate Number of Approximate of Shares percentage Shares percentage

Mr. Tang Beneficial owner 17,048,977 26.82% [REDACTED] [REDACTED]

Interest in a 5,721,983 9.00% [REDACTED] [REDACTED] controlled corporation(1)

Xpower Investment Beneficial owner 5,721,983 9.00% [REDACTED] [REDACTED]

Linzhi Lixin Beneficial owner(2) 6,214,040 9.77% [REDACTED] [REDACTED]

Suzhou GSR Interest in controlled 4,561,287 7.17% [REDACTED] [REDACTED] corporations(3)

Mr. ZHU Xiaohu Interest in controlled 4,561,287 7.17% [REDACTED] [REDACTED] corporations(3)

Notes: (1) As of the Latest Practicable Date, Mr. Tang was the general partner of Xpower Investment. Therefore, Mr. Tang is deemed to be interested in the Shares held by Xpower Investment under the SFO. (2) As of the Latest Practicable Date, Linzhi Lixin was wholly owned by Shenzhen Litong Industrial Investment Fund Co., Ltd. (深圳市利 通產業投資基金有限公司)(“Shenzhen Litong”), which is a subsidiary of Tencent Holdings Limited (“Tencent”). Therefore, Each of Shenzhen Litong and Tencent is deemed to be interested in the Shares held by Linzhi Lixin under the SFO. (3) As of the Latest Practicable Date, each of GSR I and GSR II was ultimately managed by Suzhou GSR Zhoahua Venture Capital Management Co., Ltd. (蘇州金沙江朝華創業投資管理有限公司)(“Suzhou GSR”). Suzhou GSR is controlled by Mr. Zhu Xiaohu (“Mr. Zhu”), our non-executive Director, as to 51%. Therefore, Each of Suzhou GSR and Mr Zhu is deemed to be interested in the Shares held by GSR I and GSR II under the SFO.

Save as otherwise disclosed herein, our Directors are not aware of any persons who will, immediately following completion of the [REDACTED] (assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised) have any interests and/or short positions in the Shares or underlying Shares of our Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, will be, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our Company or any other member of our Group.

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SHARE CAPITAL Immediately before the [REDACTED] As of the Latest Practicable Date, the registered share capital of our Company was RMB63,576,252, comprising 63,576,252 Shares with a nominal value of RMB1.0 each.

Upon the Completion of the [REDACTED] Immediately after the [REDACTED] and the [REDACTED] (assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised), the share capital of the Company will be as follows.

Approximate % of the enlarged issued share capital after the Description of Shares Number of Shares [REDACTED] [REDACTED] ...... [REDACTED] [REDACTED] [REDACTED] ...... [REDACTED] [REDACTED] Total...... [REDACTED] 100%

Note: (1) All of the issued and outstanding Domestic Shares immediately prior to the [REDACTED] will be [REDACTED] upon [REDACTED].

Immediately after the [REDACTED] and the [REDACTED] (assuming that the [REDACTED] is fully exercised and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised, the share capital of the Company will be as follows.

Approximate % of the enlarged issued share capital after the Description of Shares Number of Shares [REDACTED] [REDACTED] ...... [REDACTED] [REDACTED] [REDACTED] ...... [REDACTED] [REDACTED] Total...... [REDACTED] 100%

Note: (1) All of the issued and outstanding Domestic Shares immediately prior to the [REDACTED] will be [REDACTED] upon [REDACTED].

CLASS OF SHARES Upon the completion of the [REDACTED] and the [REDACTED], the Company will have only one class of Shares in issue, namely the H Shares.

Apart from certain qualified domestic institutional investors in the PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of any competent authorities, H Shares generally cannot [REDACTED] by or traded between legal or natural PRC persons.

All of the H Shares will rank pari passu in all respects and will qualify and rank equally for all dividends or other distributions declared, made or paid on the Shares on a record date which falls after the date of this Document.

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[CONVERSION OF DOMESTIC SHARES INTO H SHARES If any of the Domestic Shares are to be converted, [REDACTED] as H Shares on the Stock Exchange, such conversion, [REDACTED] will need the approval of the relevant PRC regulatory authorities, including the CSRC, and the approval of the Stock Exchange.]

[REDACTED] Review and Approval by the CSRC [REDACTED]

[REDACTED] Approval by the Stock Exchange We have applied to the [REDACTED] of the Stock Exchange for the granting of [REDACTED] of, and permission to [REDACTED], our H Shares to be issued pursuant to the [REDACTED] (including any H Shares which may be issued pursuant to the exercise of the [REDACTED]) and the H Shares to be [REDACTED] from [REDACTED] Domestic Shares on the Stock Exchange, which is subject to the approval by the Stock Exchange.

We will perform the following procedures for the [REDACTED] of Domestic Shares into H Shares after receiving the approval of the Stock Exchange: (1) giving instructions to our H Share Registrar regarding relevant share certificates of the [REDACTED]; and (2) enabling the [REDACTED] to be accepted as eligible securities by [REDACTED] for deposit, clearance and settlement in the [REDACTED]. The Domestic Participating Shareholders may only deal in the Shares upon completion of following domestic procedures.

Domestic Procedures [REDACTED]

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[REDACTED]

TRANSFER OF SHARES ISSUED PRIOR TO THE [REDACTED] According to the Company Law, the Shares issued by the Company prior to the [REDACTED] (including a total of [REDACTED] to be [REDACTED] from Domestic Shares held by all of the existing Shareholders of the Company) are restricted from trading within one year from the [REDACTED].

[REDACTED]

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SHAREHOLDERS’ APPROVAL FOR THE [REDACTED] Approval from holders of the Shares is required for the Company to [REDACTED] and seek the [REDACTED] of H Shares on the Stock Exchange. The Company has obtained such approval at the Shareholders’ general meeting held on March 19, 2021.

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You should read the following discussion and analysis with our audited consolidated financial information, including the notes thereto, included in the Accountant’s Report in Appendix I to this document. Our consolidated financial information has been prepared in accordance with IFRS, which may differ in material aspects from generally accepted accounting principles in other jurisdictions, including the United States.

The following discussion and analysis contains forward-looking statements that reflect our current views with respect to future events and financial performance. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties. In evaluating our business, you should carefully consider the information provided in this document, including the sections headed “Risk Factors” and “Business”.

OVERVIEW We are a leading power bank sharing service provider in China in terms of service network size in 2020, according to Frost & Sullivan. We provide our users fast, convenient and easily accessible mobile device charging services through power banks strategically placed in high-traffic places or where people spend extended hours, such as, shopping malls, restaurants, hotels, transportation hubs, and entertainment venues. As of December 31, 2020, our power bank sharing services covered over 710,000 points of interest, or POIs, and we had placed approximately 6.0 million power banks in service. Our strong position in the industry in terms of user reach has enabled us to serve over 237 million registered users as of December 31, 2020.

While the usage time and intensity of mobile devices, especially smartphones, have increased significantly in recent years, smartphone battery technology and charging technology have been unable to deliver breakthroughs that can fully address the power consumption needs of smartphone users so far. People have been growingly looking for charging devices that are, portable, easily accessible and friendly to use. According to the Frost & Sullivan Report, the market size of China’s power bank sharing service expanded rapidly from 2016 to 2020 at a CAGR of 151.1%, and is expected to further grow at a CAGR of 36.9% from 2020 to 2028, reaching a total market size of RMB106.1 billion in 2028. We are committed to cultivating user habits to help them get through their daily lives free of charging anxiety.

During the Track Record Period, we primarily operated our business through direct operation model, where we deploy our in-house business development team for the expansion, management and maintenance of our POIs. According to Frost & Sullivan, we are blessed with the largest in-house business development team in China’s power bank sharing market as of December 31, 2020, fueling continuous expansion of our service network. To a lesser extent, we operate under network partner model, where we engage third-party network partners to help us penetrate into untapped markets. As of December 31, 2020, 93.6% and 6.4% of our POIs were directly operated and through network partners, respectively. We believe that direct operation is how we stand out from our competitors, which enables us to have rigorous control over each step of our operation, from business development to after-sales device maintenance, and from data analytics to performance review.

We are a technology-driven company that devotes abundant resources in digitalized infrastructure. We leverage proprietary digitalized infrastructure and data analytics to monitor device performance, process operational data, obtain valuable user insights and closely track the supply chain management. We believe our technological capabilities has solidified our leadership and will continue to catalyze our sustainable growth.

Supported by our operational excellency and data analytics capabilities, we have grown rapidly during the Track Record Period. Our total revenues totaled RMB423.4 million, RMB1,636.1 million and RMB1,911.3 million, in 2018, 2019 and 2020, respectively, representing a CAGR of 112.5%.

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BASIS OF PRESENTATION The historical financial information has been prepared in accordance with all applicable International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. The historical financial Information has been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss which are carried at fair value.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires our management to exercise its judgement in the process of applying our accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the historical financial information are disclosed in Note 4 in the Accountant’s Report in Appendix I to this document.

The historical financial information has been prepared based on the consolidated financial statement of the Company and its subsidiaries. Inter-company transactions, balances and unrealized gains/losses on transactions between group companies are eliminated on consolidation.

MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS Our results of operations have been, and are expected to continue to be, materially affected by a number of factors, many of which are outside of our control including the following:

General Factors Our business and results of operations are affected by general factors affecting the power bank sharing industry including China’s overall economic growth, level of per capita disposable income and consumer spending; the popularity, prevalence and importance of smart mobile devices; the development of battery technologies such as speed charging and power conservation and power bank technologies; the development and competitive landscape of the power bank sharing industry in China; and relevant governmental policies. Unfavorable changes in any of these general industry conditions could negatively affect demand for our services and negatively and materially affect our results of operations.

Company Specific Factors Our results of operations, financial condition, and the period-to-period comparability of our financial results have been, and are expected to continue to be, more specifically affected by the below factors:

Our ability to expand our POI network and increase the number of available-for-use power banks The number of POIs and available-for-use power banks are two important measures of our network expansion and geographic coverage and in turn, our ability to attract more users and location partners. We believe our competent business development team and network partners are effective in helping us to expand our coverage. As of December 31, 2018, 2019 and 2020, our power banks were available at approximately 214,000, 674,000 and 715,000 POIs, respectively, representing a CAGR of approximately 82.6%. As of December 31, 2018, 2019 and 2020, our available-for-use power banks were approximately 1.1 million, 4.7 million and 6.0 million, respectively, representing a CAGR of 127.8%.

Our ability to increase the revenue generating power per POI We measure the revenue generating power of our POIs by the average revenue per POI in a given period. Average revenue per POI is calculated by dividing the sum of revenues from the power bank sharing service and power bank sales in a given period by the result of dividing the sum of the numbers of POIs on the first and last days of the period by two. Revenue per POI is a key measure of the efficiency of our business expansion. We believe that our effective business development personnel incentive system, location partner selection strategies, and our network partner model can help us expand sustainably.

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Our ability to efficiently control our operating expenses and enhance operational efficiency Our results of operation depend on our ability to effectively control our operating expenses. Our operating expenses consist primarily of incentive fees paid to location partners and network partners and employee benefit expenses. The incentive fees we pay to location partners consist of entrance fees and commission fees. Entrance fees are fixed amounts pre-agreed between us and location partners, whereas commission fees are based on certain percentages of the revenues generated by the power banks placed at their locations. We use incentive fee rate as a metric to track the performance of our power bank sharing service. Incentive fee rate in a given period is defined as the quotient of dividing total incentive fees to location partners and network partners during a given period by the revenues generated through the power bank sharing service during the same period. Incentive fee rates are impacted by industry competition, as we need to offer competitive terms to our location partners and network partners to ensure effective expansion and retention. Our incentive fee rates in 2018, 2019 and 2020 were 25.2%, 44.2% and 54.5%, respectively. Among the total incentive fees, our commission fee rates, calculated by dividing the commission fees in a given period by revenues from power bank sharing service in the same period, to location partners and network partners increased from 24.2% in 2018 to 35.5% in 2019 and further to 38.2% in 2020. Our entrance fee rates, calculated by dividing the entrance fees in a given period by revenues from power bank sharing service in the same period, increased from 1.0% in 2018 to 8.7% in 2019 and further to 16.3% in 2020. The increase in entrance fee rates was attributable to our increasing effort to attract new location partners and retain selected existing key location partners. We intend to collaborate with top-tier brands which may demand higher entrance fees.

The following table sets forth the components of our incentive fees paid to location partners and network partners by amounts and percentages of our total incentive fees for the periods presented:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Incentive fees paid to location partners and network partners Commission fees...... 100,256 95.9% 574,268 80.3% 710,463 70.2% Entrance fees...... 4,253 4.1% 140,872 19.7% 302,174 29.8% Total ...... 104,509 100.0%715,140 100.0%1,012,637 100.0%

In addition, we have a large business development team and operation team to support our business and incurred employee benefit expenses of RMB194.1 million, RMB445.8 million and RMB573.4 million in 2018, 2019 and 2020, respectively. We expect our employee benefit expenses in absolute amounts to increase as we grow our business and we expect our cost and operating expenses to decrease as a percentage of revenue as we improve our operating efficiency and as we benefit from economies of scale in line with our growth.

Our ability to effectively control our manufacturing costs Our ability to control our manufacturing costs significantly impacts our performance. We engage third- party manufacturers to produce our power banks and cabinets according to the requirements specified in our purchase orders. We select third-party manufacturers based on factors such as quality, capacity, price, years of operation, reputation and compliance with applicable laws and regulations. A significant portion of our cost of revenues is the depreciation cost of our power banks and cabinets. We currently depreciate our power banks on a two-year basis, and our cabinets on a three- or five-year basis depending on the different configurations and generations. In 2018, 2019 and 2020, the depreciation costs recognized under cost of revenues as percentages of revenues generated from the power bank sharing service and power bank sales for the respective periods were 25.1%, 8.9% and 14.5%, respectively. The increase in 2020 was primarily due to impact of the COVID-19 pandemic, as our revenue growth was slower than expected in the first half of 2020.

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IMPACT OF COVID-19 ON OUR BUSINESS Since December 2019, a novel strain of coronavirus, later named COVID-19, has severely impacted China and many other countries and regions. The PRC government has had imposed quarantine measures across the country since late January 2020. Local governments have also imposed temporary restrictions or bans on traveling to contain the spread of the COVID-19. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a Public Health Emergency of International Concern (PHEIC). On March 11, 2020, amid the escalating situation, the World Health Organization further characterized COVID-19 as a pandemic.

The outbreak of COVID-19 has severely impacted China and the rest of the world. In an effort to contain the spread of COVID-19, China took precautionary measures, such as imposing travel restrictions, quarantining individuals infected with or suspected of having COVID-19, encouraging employees of enterprises to work remotely, and canceling public activities, among others. As a result, our business and results of operations have also been negatively affected, mainly in the first, but also in the second quarter of 2020.

Impact on Our Business Affected by the movement restrictions, some of our location partners closed their operations temporarily or permanently. As a result, our average daily order volume and revenues decreased significantly in the first quarter of 2020, in particular, February, when our average daily order volume in February 2020 decreased by 78.4% compared to February 2019. Our ability to expand our business was also affected. Many of our business development personnel could not travel to meet with potential location partners, some of which were not receptive to entering into collaborations with us in the first half of 2020. The social and market conditions in China have substantially improved since late March 2020 when the COVID-19 outbreak was substantially under control. Many of the restrictive measures within China have been relaxed since April 2020, and most of our location partners resumed or started to resume operations. Meanwhile, customer traffic started to recover which had driven the growth of our order volume. Compared to the first quarter of 2020, our average daily order volume increased by 96.8%, 140.5%, and 110.6% in the second, third and fourth quarter of 2020, respectively. Meanwhile, our revenues increased by 86.9%, 133.5 %, and 139.9% in the second, third and fourth quarter of 2020 which amounted to RMB469.8 million, RMB587.0 million and RMB603.1 million, respectively.

Impact on Our Operation and Supply Chain In addition, our internal operations were also impacted by the pandemic. Most of our employees were unable to work in our offices in the first quarter of 2020, which negatively impacted our operational and administrative efficiency. Furthermore, the ability of our power bank manufacturers to timely deliver products was also adversely affected, by the COVID-19 pandemic for similar reasons. The COVID-19 pandemic has impacted the manufacturing and sourcing of products in China, as it has resulted in potential factory closures, inability to obtain raw materials and components, supply chain disruptions and disruption of transportation of goods produced in China.

We undertook a series of mitigating actions to alleviate the impact of COVID-19 on our business. To ease our cash flow burdens, we negotiated to lower entrance fees of certain location partners. We also lowered compensation level of the management team. On the supply side, we also negotiated with our manufactures to defer the fulfillment of ordered power banks. While the duration and the evolution of the pandemic is difficult to predict, our performance has generally improved in the third quarter of 2020 compared to the first two quarters, in terms of our key financial and operating metrics.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES We prepare our consolidated financial information in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the consolidated financial information and the reported amounts of revenue and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that are believed to be reasonable

— 145 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. FINANCIAL INFORMATION under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Because the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. We consider our revenue recognition policy discussed below to be critical to an understanding of our consolidated financial information as its application places the most significant demands on our management’s judgment. For details of our other significant accounting policies, see Note 2 in the Accountant’s Report in Appendix I to this document.

Revenue Recognition We measure revenue at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied or serviced provided, stated net of discounts and the relevant value added taxes and related surcharges.

We recognize revenue when or as the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point of time.

We satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is met: Š when the customer simultaneously receives and consumes the benefits provided by our performance as we perform; Š when our performance creates or enhances an asset that the customer controls as the asset is created or enhanced; and Š when our performance does not create an asset with an alternate use to us and we have an enforceable right to payment for performance completed to date.

If none of the above conditions are met, we recognize revenue at a single point in time at which the performance obligation is satisfied for the sale of that good or service when control has been passed.

If control of the product or service transfers over time, we recognize revenue over the period of the contract by measuring the progress towards complete satisfaction of that performance obligation.

(a) Power bank sharing services We recognize revenue generated from power bank sharing business over the accounting period in which power bank sharing services are rendered, the price of which is based on the thirty-minute fee rate or sixty- minute fee rate determined by us and the period of time for which the customers use the power banks. A deposit is generally required for each order placed by the users except for those who have qualified credit scores, as assessed by payment portals such as WeChat or Alipay.

(b) Sales of power banks We generate revenue from sale of power banks when the customers purchase power banks. We recognize revenue at a point in time when the control of power banks is transferred to the customers.

(c) Advertising We generate advertising revenue primarily from advertising via displaying advertisements on mobile device applications, or on cabinets and etc. We recognize revenue when advertising services are rendered.

(d) Contract liabilities A contract liability is recorded when our obligation to transfer services to a customer has not yet occurred but for which we have received consideration from the customer. We present such advances from customers as contract liabilities on the consolidated balance sheets.

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Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

We calculate depreciation on property, plant and equipment by using the straight-line method to allocate their cost, net of their residual value, over their estimated useful lives as follows:

Cabinets and other carriers 18-60 months Power banks 24 months Desktop charging equipment 12 months Vehicle, Office and other equipment 18-48 months

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognized in “Other gains/(losses), net” in the consolidated statements of comprehensive income.

Share-based Payments We operate an equity-settled share-based compensation plan, under which the entity receives services from eligible employees as consideration for our equity instruments. We recognize the fair value of the employee services received in exchange for the grant of equity instruments as an expense on the consolidated statements. The total amount to be expensed is determined by reference to the fair value of the equity instruments granted: Š including any market performance conditions; Š excluding the impact of any service and non-market performance vesting conditions; Š including the impact of any non-vesting conditions (for example, the requirement for employees to serve).

At the end of each reporting period, we revise our estimates of the number of shares that are expected to vest based on the non-marketing performance and service conditions. We recognize the impact of revision to original estimates, if any, in the consolidated statements of comprehensive income, with a corresponding adjustment to equity.

Where there is any modification of terms and conditions which increases the fair value of the equity instruments granted, we include the incremental fair value granted in the measurement of the amount recognized for the services received over the remainder of the vesting period. The incremental fair value is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as of the date of the modification. An expense based on the incremental fair value is recognized over the period from the modification date to the date when the modified equity instruments vest in addition to any amount in respect of the original instrument, which should continue to be recognized over the remainder of the original vesting period.

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Intangible Assets (a) Computer software and royalty

We state computer software and royalty at cost less accumulated amortization and accumulated impairment losses. Cost represents consideration paid for the rights to use the computer software and royalty for 2-10 years. Amortization of computer software and royalty are calculated on the straight-line method.

(b) Research and development expenditure

Research and development cost comprise all costs that are directly attributable to research and development activities (relating to the development of our proprietary technologies and infrastructure, including several self- developed systems and business development operational management tools) or that can be allocated on a reasonable basis to such activities.

We recognize research and development costs as intangible assets when the following criteria are met: Š it is technically feasible to complete the software so that it will be available for use, Š management intends to complete the software and use or sell it, Š there is an ability to use or sell the software, Š it can be demonstrated how the software will generate probable future economic benefits, Š adequate technical, financial and other resources to complete the development and to use or sell the software are available, and Š the expenditure attributable to the software during its development can be reliably measured.

We recognize other development costs that do not meet these criteria as an expense as incurred. We have no development costs meeting these criteria and capitalized as intangible assets during the Track Record Period.

Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are amortized from the point at which the assets are ready for use on a straight-line basis over their useful lives.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME The following table presents items of our consolidated income statements as well as their percentage of our total revenues for the periods indicated.

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Revenue ...... 423,356 100.0 1,636,113 100.0 1,911,338 100.0 Cost of revenue ...... (151,592) (35.8) (260,166) (15.9) (400,966) (21.0) Gross profit ...... 271,764 64.2 1,375,947 84.1 1,510,372 79.0 Distribution and marketing expenses ...... (260,501) (61.5) (1,052,787) (64.4) (1,472,055) (77.0) General and administrative expenses ...... (22,426) (5.3) (63,645) (3.9) (91,120) (4.8) Research and development expenses ...... (37,262) (8.8) (101,762) (6.2) (118,581) (6.2) Net impairment losses on financial assets ...... (496) (0.1) (3,268) (0.2) (211) 0.0 Other income ...... 6 0.0 9,467 0.6 17,479 0.9 Other gains/(losses), net ...... (5,255) (1.2) 9,498 0.6 17,436 0.9 Operating Profit/(loss) ...... (54,170) (12.8) 173,450 10.6 (136,680) (7.2) Finance income ...... 2,495 0.6 4,374 0.3 2,526 0.1 Finance costs ...... (45) 0.0 (109) 0.0 (258) 0.0 Finance income, net ...... 2,450 0.6 4,265 0.3 2,268 0.1 Share of net loss of investments accounted for using the equity method...... — — (808) (0.1) — — (Loss)/Profit before income tax ...... (51,720) (12.2) 176,907 10.8 (134,412) (7.0) Income tax expenses ...... 15,637 3.7 (39,552) (2.4) 30,268 1.6 (Loss)/Profit and total comprehensive (losses)/ income for the year ...... (36,083) (8.5) 137,355 8.4 (104,144) (5.4) Non-IFRS Measure(1) Adjusted (loss)/profit before income tax(2) ...... (44,714) (10.6) 193,780 11.8 (106,772) (5.6)

Notes:

(1) The use of such measure has limitations as an analytical tool, and you should not consider them in isolation from, or as a substitute for analysis of, our results of operations or financial condition as reported under IFRS. See “— Non-IFRS Measure” in this section. (2) We define adjusted (loss)/profit before income tax as (loss)/profit before income tax for the period adjusted by adding share-based compensation.

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DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS Revenues In 2018, 2019 and 2020, we generated total revenues of RMB423.4 million, RMB1,636.1 million and RMB1,911.3 million, respectively. Substantially all of our revenues during the Track Record Period were derived from our power bank sharing services. Other sources of revenues mainly include sales of power banks, as well as advertising services primarily via displaying advertisements on our mobile app, mini programs and cabinets. The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Revenues Power bank sharing business ...... 414,155 97.8 1,617,026 98.8 1,858,829 97.3 Power bank sales ...... — — 7,657 0.5 38,833 2.0 Advertising services and others ...... 9,201 2.2 11,430 0.7 13,676 0.7 Total ...... 423,356 100.0 1,636,113 100.0 1,911,338 100.0

Revenues from Power Bank Sharing Business Revenues generated from our power bank sharing business contributed 97.8%, 98.8% and 97.3%, respectively, of our total revenues in 2018, 2019 and 2020. We provide our users fast, convenient and easily accessible power bank sharing services through power banks stored in the cabinets that we install at the POIs. We collect fees from users via third party payment platforms, such as WeChat Pay and AliPay. The revenues generated from power bank sharing services are typically recognized based on the thirty-minute fee rate or sixty- minute fee rate determined by us and the period of time for which the customers use the power banks.

Revenues from Power Bank Sales Users can also choose to directly purchase power banks from us. Revenues are recognized at a point in time when the control of power banks is transferred to the customers which generally coincides the confirmation of purchase orders or when the power banks are released to the customers. In 2018, 2019 and 2020, revenues generated from power bank sales accounted for nil, 0.5% and 2.0% of our total revenues, respectively.

Revenues from Advertising and Others During the Track Record Period, we also engage in advertising services to better diversify our revenue base. We generate revenues from advertising services via placing advertisements in our mini programs, or displaying their images or brands on our cabinets and power banks. Such revenue is recognized when the advertising service is rendered. In 2018, 2019 and 2020, revenues generated from advertising and others accounted for 2.2%, 0.7% and 0.7% of our total revenues, respectively.

Cost of Revenues Our cost of revenues primarily consists of (i) depreciation of property, plant and equipment, (ii) cost of power bank sold, (iii) write-down of property, plant and equipment and other expenses directly attributable to our operations. Depreciation of property, plant and equipment represents the depreciation of our cabinets and power banks. Cost of power bank sold includes cost relating to costs of the power banks purchased by users. Write- down of property, plant and equipment includes costs related to cost of power banks kept by users who forfeit their deposits, and damages and losses of cabinets and power banks incurred during the ordinary course of our operation.

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The following table sets forth a breakdown of our cost of revenues by amounts and percentages of our total revenues for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Cost of revenues Depreciation of property, plant and equipment...... 104,079 24.6 144,768 8.9 274,711 14.4 Cost of power banks sold...... — — 3,020 0.2 9,356 0.5 Write-down of property, plant and equipment...... 33,066 7.8 57,556 3.5 59,745 3.1 Others(1) ...... 14,447 3.4 54,822 3.3 57,154 3.0 Total ...... 151,592 35.8 260,166 15.9 400,966 21.0

Note: (1) Others primarily include travel and transportation expenses, employee benefit expenses, and service charges from third party platforms.

Distribution and Marketing Expenses Our distribution and marketing expenses primarily consist of (i) commission fees, (ii) entrance fees, (iii) employee benefit expenses and other expenses related to distribution and marketing activities. Commission fees comprise commissions paid to location partners and network partners, which are based on certain percentages of revenues generated by the power banks placed at the POIs. Entrance fees are fixed amounts pre- agreed between location partners and us for placements of our power banks at their locations. Employee benefit expenses mainly include salaries, social security and housing benefits and share-based compensation expenses for our business development personnel.

The following table sets forth a breakdown of our distribution and marketing expenses by amounts and percentages of our total distribution and marketing expenses for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Distribution and marketing expenses Commission fees ...... 100,256 38.5 574,268 54.5 710,463 48.3 Entrance fees ...... 4,253 1.6 140,872 13.4 302,174 20.5 Employee benefit expenses ...... 140,095 53.8 280,081 26.6 368,000 25.0 Others(1) ...... 15,897 6.1 57,566 5.5 91,418 6.2 Total ...... 260,501 100.0 1,052,787 100.0 1,472,055 100.0

Note: (1) Others primarily include rental expenses, service charges from third party platforms and travel and transportation expenses.

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Research and Development Expenses Our research and development expenses primarily consist of employee benefit expenses and other expenses related to research and development activities. Employee benefit expenses mainly include salaries, social security, housing benefits and share-based compensation expenses for our research and development personnel. The following table sets forth a breakdown of research and development expenses by amounts and percentages of total research and development expenses for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentage) Research and development expenses Employee benefit expenses...... 34,610 92.9 97,737 96.0 112,755 95.1 Others(1) ...... 2,652 7.1 4,025 4.0 5,826 4.9 Total...... 37,262 100.0 101,762 100.0 118,581 100.0

Note: (1) Others primarily include information technology service fees.

General and Administrative Expenses Our general and administrative expenses primarily consist of (i) employee benefit expenses, (ii) administrative and office expenses, (iii) travel and transportation expenses, (iv) professional service fees and other expenses related to other general and administrative activities. Employee benefit expenses mainly include salaries, social security, housing benefits and share-based compensation expenses for our administrative personnel. Administrative and office expenses primarily include rent, utilities, maintenance and other office expenses. Professional service fees primarily include fees we pay for legal, financial, human resources, and other consulting services. The following table sets forth a breakdown of our general and administrative expenses by amounts and percentages of total general administrative expenses for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentage) General and administrative expenses Employee benefit expenses ...... 15,630 69.7 43,130 67.8 69,538 76.3 Administrative and office expenses ...... 1,903 8.5 4,636 7.3 4,135 4.5 Travel and transportation expenses ...... 1,440 6.4 1,562 2.4 1,909 2.1 Professional service fees ...... 1,140 5.1 5,984 9.4 10,797 11.9 Others(1) ...... 2,313 10.3 8,333 13.1 4,741 5.2 Total ...... 22,426 100.0 63,645 100.0 91,120 100.0

Note: (1) Others primarily include rental expenses.

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Other Income Other income primarily consists of (i) additional deduction of value-added input tax, and (ii) government grants. The government grants mainly represent financial subsidies granted by local governments. The following table sets forth a breakdown of other income by amounts and percentages of total other income for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentage) Other income Additional deduction of value-added input tax ...... — — 8,613 91.0 12,911 73.9 Government grants ...... — — — — 4,256 24.3 Others ...... 6 100.0 854 9.0 312 1.8 Total...... 6 100.0 9,467 100.0 17,479 100.0

Other Gains/(Losses), Net Other gains/(losses), net primarily consist of gains from changes in fair value of financial assets at fair value through profit or loss and losses on disposal of property, plant and equipment. The following table sets forth a breakdown of other (losses)/gains, net by amounts and percentages of total other (losses)/gains, net for the periods indicated.

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentage) Other gains/(losses), net Gain from changes in fair value of financial assets at fair value through profit or loss ...... 2,233 (42.5) 8,567 90.2 13,527 77.6 Quality compensation from suppliers ...... — — 1,500 15.8 6,228 35.7 Losses on disposal of property, plant and equipment, net ...... (7,488) 142.5 (431) (4.5) (2,218) (12.7) Others ...... — — (138) (1.5) (101) (0.6) Total ...... (5,255) 100.0 9,498 100.0 17,436 100.0

Finance Income, Net Our finance income primarily consists of interest income from bank deposits and our finance costs primarily consist of interest expenses on lease liabilities. In 2018, 2019 and 2020, we recorded net finance income of RMB2.5 million, RMB4.3 million and RMB2.3 million, respectively.

Income Tax Expenses Income tax expenses primarily consist of deferred income tax. In 2018 and 2020, we recorded income tax expenses of RMB15.6 million and RMB30.3 million, respectively, and in 2019, we recorded negative income tax expenses of RMB39.6 million.

Pursuant to the PRC Corporate Income Tax Law and the respective regulations (the “CIT Law”), the general corporate income tax rate in the PRC is 25%. We were approved as High and New Technology Enterprise in the PRC in 2019, and was entitled to a preferential income tax rate of 15% from 2019-2021. Certain of our subsidiary was approved as High and New Technology Enterprise in the PRC in 2020, and was entitled to a preferential income tax rate of 15% from 2020-2022.

According to the relevant laws and regulations promulgated by the State Council of the PRC that was effective from 2018 to 2020, enterprises engaging in research and development activities are entitled to claim

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175% of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”). We have made our best estimate for the Super Deduction to be claimed for our entities in ascertaining our assessable profits during the Track Record Period.

Profit for the year As a result of the forgoing, we recorded net losses of RMB36.1 million and RMB104.1 million in 2018 and 2020, respectively, and recorded net profit of RMB137.4 million in 2019.

NON-IFRS MEASURE To supplement our combined financial statements presented in accordance with IFRS, we also use non- IFRS measure, namely adjusted profit before tax, as an additional financial measure, which is not required by or presented in accordance with IFRS. We believe that such non-IFRS measure facilitates comparisons of operating performance from period to period by eliminating potential impacts of items that our management does not consider to be indicative of our operating performance. We believe that such measure provides useful information to investors and others in understanding and evaluating our combined results of operations in the same manner as it helps our management. However, our presentation of adjusted profit before tax may not be comparable to similarly titled measures presented by other companies. The use of such non-IFRS measure has limitations as an analytical tool, and you should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial conditions as reported under IFRS.

We define adjusted (loss)/profit before income tax as (loss)/profit before income tax for the year adjusted by adding share-based compensation expenses. The following table sets forth the reconciliation of adjusted profit before tax and as percentages of our revenues for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 RMB % RMB % RMB % (RMB in thousands, except for percentages) Adjusted (loss)/profit before income tax (Loss)/profit before income tax...... (51,720) (12.2) 176,907 10.8 (134,412) (7.0) Add: Share-based compensation...... 7,006 1.7 16,873 1.0 27,640 1.4 Adjusted (loss)/profit before income tax (44,714) (10.6) 193,780 11.8 (106,772) (5.6)

YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 Revenues Our revenues increased by 16.8% from RMB1,636.1 million in 2019 to RMB1,911.3 million in 2020. This increase was primarily attributable to (i) an increase of RMB241.8 million in revenues generated from power bank sharing business, (ii) an increase of RMB31.2 million in sales of power bank sales, and (iii) an increase of RMB2.2 million in revenues generated from advertising services and others.

Revenues generated from our power bank sharing business increased by 15.0% from RMB1,617.0 million in 2019 to RMB1,858.9 million in 2020, primarily attributable to an increase in the number of our POIs and available-for-use power banks. The number of average POIs that our service covered increased by 56.3% from approximately 444,500 in 2019 to approximately 694,800 in 2020. Our available-for-use power banks increased by 26.4% from 4.7 million as of December 31, 2019 to 6.0 million as of December 31, 2020.

Revenues generated from our power bank sales increased by 407.2% from RMB7.7 million in 2019 to RMB38.8 million in 2020, primarily due to an increasing number of power banks sold to customers. The number of power banks sold increased by 398.0% from 94,220 in 2019 to 469,200 in 2020.

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Revenues generated from advertising services and others increased by 19.7% from RMB11.4 million to RMB13.7 million, primarily attributable to an increasingly diversified advertising services.

Cost of Revenues Our cost of revenues increased by 54.1% from RMB260.2 million in 2019 to RMB401.0 million in 2020. Such increase was primarily attributable to an increase of RMB130.0 million in depreciation of property, plant and equipment, as we procured an increasing number of cabinets and power banks in 2019, in line with our significant business expansion. The depreciation of such was recorded on a straight-line basis, resulting in an increasing amount of depreciation of property, plant and equipment in 2020.

Distribution and Marketing Expenses Our distribution and marketing expenses increased by 39.8% from RMB1,052.8 million in 2019 to RMB1,472.1 million in 2020, primarily due to (i) an increase of RMB161.3 million in entrance fees, as we offered entrance fees to attract new high-profile location partners and retain selected existing location partners, (ii) an increase of RMB136.2 million in commission fees to our location partners and network partners, as a result of a growing number of location partners as our business expanded, and (iii) an increase of RMB87.9 million in employee benefit expenses mainly due to increased headcount and salaries for our business development personnel to accommodate our strengthened efforts in expanding our presence in the market.

Research and Development Expenses Our research and development expenses increased by 16.5% from RMB101.8 million in 2019 to RMB118.6 million in 2020. Such increase was primarily attributable to (i) an increase of RMB15.0 million in employee benefit expenses as a result of increased salaries for our research and development personnel, and (ii) an increase of RMB2.6 million in information technology service fees for the upgrade of our digital infrastructure.

General and Administrative Expenses Our general and administrative expenses increased by 43.2% from RMB63.6 million in 2019 to RMB91.1 million in 2020, primarily due to an increase of RMB26.4 million in employee benefit expenses as a result of increased headcount and salaries for our administrative personnel.

Other Income Our other income increased by 84.6% from RMB9.5 million in 2019 to RMB17.5 million in 2020, primarily due to (i) an increase of RMB4.3 million in additional deduction of value-added input tax related to preferential government policies for value-added tax for companies in service industry, and (ii) an increase of RMB4.3 million in government grants. Such government grants were not tied to our future trends or performance.

Other Gains/(Losses), Net Our other gains increased by 83.6% from RMB9.5 million in 2019 to RMB17.4 million in 2020, primarily due to (i) an increase of RMB5.0 million in gains from changes in fair value of financial assets at fair value through profit or loss, (ii) an increase of RMB4.7 million compensation from suppliers, and (iii) an increase of RMB1.8 million in net losses on disposal of property, plant and equipment.

Finance Income, Net Our net finance income decreased by 46.8% from RMB4.3 million in 2019 to RMB2.3 million in 2020, primarily due to a decrease of RMB1.8 million in interest income from bank deposits, as we withdrew certain deposits from banks in 2020.

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Income Tax Expenses We recorded income tax expenses of RMB39.6 million in 2019 and negative income tax expenses of RMB30.3 million in 2020, primarily due to recognition and utilization of deferred income tax assets.

Profit for the Year As a result of the foregoing, we recorded net profit of RMB137.4 million in 2019 and incurred net losses of RMB104.1 million in 2020, primarily attributable to (i) the negative impact caused by COVID-19 on our revenue growth and (ii) significant increase of costs and expenses relating to network expansion.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018 Revenues Our revenues increased by 286.5% from RMB423.4 million in 2018 to RMB1,636.1 million in 2019. This increase was primarily attributable to (i) an increase of RMB1,202.8 million in revenues generated from our power bank sharing business, (ii) an increase of RMB7.7 million in revenues from power bank sales and (iii) an increase of RMB2.2 million in revenues from advertising services and others.

Revenues generated from our power bank sharing business increased by 290.4% from RMB414.2 million in 2018 to RMB1,617.0 million in 2019. Such increase was primarily driven by an increase in the number of POIs and available-for-use power banks. The number of average POIs that our service covered increased by 169.7% from approximately 164,800 in 2018 to approximately 444,500 in 2019. Our available-for-use power banks increased by 310.7% from 1.1 million as of December 31, 2018 to 4.7 million as of December 31, 2019.

Revenues generated from our power bank sales increased from nil in 2018 to RMB7.7 million in 2019, because we started our power banks sale business in 2019.

Revenues generated from advertising services and others increased by 24.2% from RMB9.2 million in 2018 to RMB11.4 million in 2019, primarily attributable to our enhanced brand influence that has attracted a growing amount of traffic on our mini programs and a growing number of advertisers who displayed their brand images on our cabinets and power banks.

Cost of Revenues Our cost of revenues increased by 71.6% from RMB151.6 million in 2018 to RMB260.2 million in 2019. Such increase was primarily attributable to (i) an increase of RMB40.7 million in depreciation of property, plant and equipment, as we procured an increasing number of cabinets and power banks as our business expanded, (ii) an increase of RMB24.5 million in write-down of property, plant and equipment, (iii) an increase of RMB21.1 million in employee benefit expenses due to increased headcount and salaries for our supply chain related personnel and (iv) an increase of RMB3.0 million in cost of power bank sold as the number of power banks sold increased from nil in 2018 to 94,220 in 2019.

Distribution and Marketing Expenses Our distribution and marketing expenses increased by 304.1% from RMB260.5 million in 2018 to RMB1,052.8 million in 2019. Such increase was primarily attributable to (i) an increase of RMB474.0 million in commission fees, as we offered an increasing number of location partners and network partners with the expansion of service network, (ii) an increase of RMB140.0 million in employee benefit expenses mainly due to an increased headcount and salaries for our business and development personnel, and (iii) an increase of RMB136.6 million in entrance fees to location partners, as we engaged a growing number of location partners that adopted entrance fees as incentives.

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Research and Development Expenses Our research and development expenses increased by 173.1% from RMB37.3 million in 2018 to RMB101.8 million in 2019, primarily due to an increase of RMB63.1 million in employee benefit expenses, which is resulted from an increased headcount and salaries paid to research and development personnel to further strengthen our research and development capabilities.

General and Administrative Expenses Our general and administrative expenses increased by 183.8% from RMB22.4 million in 2018 to RMB63.6 million in 2019, primarily due to an increase of RMB27.5 million in employee benefit expenses, as we increased headcount and salaries for our administrative personnel in 2019.

Other Income Our other income increased from RMB6,000 in 2018 to RMB9.5 million in 2019, primarily due to an increase of RMB8.6 million in additional deduction of value-added input tax.

Other Gains/(Losses), Net We incurred other losses of RMB5.3 million in 2018 and recorded other gains of RMB9.5 million in 2019, primarily due to (i) a decrease of RMB7.1 million in losses on disposal of certain property, plant and equipment, (ii) an increase of RMB6.3 million in gains from changes in fair value of financial assets at fair value through profit or loss, and (iii) an increase of RMB1.5 million in quality compensation from suppliers.

Finance Income, Net Our net finance income increased by 74.1% from RMB2.5 million in 2018 to RMB4.3 million in 2019, primarily due to an increase of RMB1.9 million in interest income from bank deposits.

Income Tax Expenses Our recorded income tax expenses of RMB15.6 million in 2018 and negative income tax expenses of RMB39.6 million in 2019, primarily due to the recognition and utilization of deferred income tax asset.

Profit for the Year As a result of the foregoing, we incurred losses of RMB36.1 million in 2018 and recorded profit of RMB137.4 million in 2019.

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DISCUSSION OF CERTAIN KEY CONSOLIDATED BALANCE SHEETS ITEMS

The following table sets forth our current assets and current liabilities as of the dates indicated:

As of December 31, February 28, 2018 2019 2020 2021 (RMB in thousands) (unaudited) Current assets: Inventories ...... 6 — 13 21 Trade receivables ...... 1,668 7,758 4,183 14,900 Prepayments, deposits and other receivables ...... 34,428 164,834 298,948 373,761 Financial assets at fair value through profit or loss ...... 129,957 599,288 254,946 299,284 Restricted cash...... 81,385 3,700 105,530 92,652 Cash and cash equivalents...... 281,376 164,277 426,644 283,051 Total current assets...... 528,820 939,857 1,090,264 1,063,669 Current liabilities: Trade and bill payables...... 238,060 748,929 824,006 772,166 Accruals and other payables ...... 254,211 338,026 341,257 304,535 Contract liabilities ...... 910 1,315 2,697 4,797 Lease liabilities ...... 771 4,455 3,170 679 Total current liabilities ...... 493,952 1,092,725 1,171,130 1,082,177 Net current (liabilities)/assets ...... 34,868 (152,868) (80,866) (18,508)

Property, Plant and Equipment Our property, plant and equipment mainly consists of (i) power banks, (ii) cabinets and other carriers, (iii) desktop charging equipment, and (iv) vehicle, office and other equipment. The following table sets forth the breakdown of the net book amount of our property, plant and equipment as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Property, plant and equipment Power banks ...... 39,682 182,857 225,919 Cabinets and other carriers ...... 105,101 338,429 378,546 Desktop charging equipment ...... 1,369 217 — Vehicle, office and other equipment ...... 1,793 2,507 1,750 Total ...... 147,945 524,010 606,215

Our property, plant and equipment increased by 15.7% from RMB524.0 million as of December 31, 2019 to RMB606.2 million as of December 31, 2020, primarily due to (i) an increase of RMB43.1 million in power banks, and (ii) an increase of RMB40.1 million in cabinets and other carriers, as we procured a growing number of cabinets and power banks to accommodate our business expansion.

Our property, plant and equipment increased by 254.2% from RMB147.9 million as of December 31, 2018 to RMB524.0 million as of December 31, 2019, primarily due to (i) an increase of RMB233.3 million in cabinets and other carriers, and (ii) an increase of RMB143.2 million in power banks, as we procured a growing number of cabinets and power banks to accommodate our business expansion.

Trade Receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of our business. During the Track Record Period, our trade receivables are primarily in relation to

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The following table sets forth our trade receivables as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Trade receivables Related parties ...... 21 3,940 771 Third parties ...... 2,131 7,371 7,029 2,152 11,311 7,800 Provision for impairment ...... (484) (3,553) (3,617) 1,668 7,758 4,183

Our net trade receivables decreased by 46.1% from RMB7.8 million as of December 31, 2019 to RMB4.2 million as of December 31, 2020, primarily due to a decrease of RMB3.5 million in trade receivables due from related parties and third parties as a result of our enhanced collection management efforts.

Our net trade receivables increased by 365.1% from RMB1.7 million as of December 31, 2018 to RMB7.8 million as of December 31, 2019, primarily due to an increase of RMB9.2 million in trade receivables due from advertisers.

The following table sets forth an aging analysis of our trade receivables based on recognition dates as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Up to three months...... 1,684 4,088 4,259 Three to six months...... 427 4,237 665 Six to 12 months...... 30 2,427 1,025 Over 12 months ...... 11 559 1,851 Total...... 2,152 11,311 7,800

As of March 31, 2021, RMB3.8 million out of our trade receivables as of December 31, 2020 had been collected.

Financial Assets at Fair Value through Profit or Loss Our financial assets at fair value through profit or loss represent our investment in wealth management products deposited in or managed by state-owned or reputable national commercial banks in the PRC which are all high-credit-quality financial institutions without significant credit risk. The principals of such investment are preserved but the returns are not guaranteed. During the Track Record Period, we purchased such wealth management products using our free cash. When invest in wealth management products, we aim to achieve (i) a relatively low level of risk, (ii) good liquidity and (iii) an enhanced yield. Our investment decisions are made on a case-by-case basis and after due and careful consideration of a number of factors, including but not limited to our overall financial condition, market and investment conditions, economic developments, investment cost, duration of investment and the expected returns and potential risks of such investment.

Our financial assets at fair value through profit or loss was RMB130.0 million, RMB599.3 million and RMB254.9 million as of December 31, 2018, 2019 and 2020, respectively. The movement of our financial assets at fair value through profit or loss was primarily due to the purchase or disposal of our investment in financial instruments.

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Prepayments, Deposits and Other Receivables Our prepayments, deposits and other receivables primarily consist of: (i) prepaid entrance fees, (ii) prepaid commission fees, (iii) value-added tax recoverable, (iv) prepayments for services from third party platforms, and (v) deposits.

The following table sets forth our prepayments, deposits and other receivables as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Prepayments Amounts due from a related party...... 94 57 106 Prepayments for purchase of property, plant and equipment ...... 7,398 2,792 — Prepaid entrance fees ...... 9,282 126,472 190,336 Prepaid commission fees ...... — — 43,793 Prepayments for services charges from third party platforms ...... 2,894 7,235 14,506 19,668 136,556 248,741 Other receivables Amounts due from a related party...... 703 1,078 — Value-added tax (“VAT”) recoverable ...... 19,044 20,028 33,049 Deposits ...... 1,605 10,016 16,529 Others ...... 825 166 994 22,177 31,288 50,572 Less: Allowance for impairment of other receivables ...... (19) (218) (365) Non-current portion ...... (7,398) (2,792) — Total ...... 34,428 164,834 298,948

Our prepayments, deposits and other receivables increased by 81.4% from RMB164.8 million as of December 31, 2019 to RMB298.9 million as of December 31, 2020, primarily due to (i) an increase of RMB63.9 million in prepaid entrance fees to location partners as we further expanded our business operation, (ii) an increase of RMB43.8 million in prepaid commission fees as we adopted a new commission scheme in late 2020 to attract selected location partners, and (iii) an increase of RMB13.0 million in value-added tax recoverable.

Our prepayments, deposits and other receivables increased by 378.8% from RMB34.4 million as of December 31, 2018 to RMB164.8 million as of December 31, 2019, primarily due to (i) an increase of RMB117.2 million in prepaid entrance fees which is because we increasingly used entrance fees to attract high profile location partners starting from 2019, and (ii) an increase of RMB8.4 million in deposits.

Restricted Cash Restricted cash include pledge for bill payables and certain assets frozen for legal proceedings we were involved in. The following table sets forth a breakdown of our restricted cash as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Restricted cash Pledge for bill payables ...... 80,772 3,700 90,511 Restricted under litigation ...... 613 — 15,019 Total ...... 81,385 3,700 105,530

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Our restricted cash decreased from RM81.4 million as of December 31, 2018 to RMB3.7 million as of December 31, 2019 and further increased to RMB105.5 million as of December 31, 2020, primarily because we adjusted the proportion of cash and wealth management used as pledge for our bill payables during the Track Record Period.

Accruals and Other Payables Our accruals and other payables primarily consist of (i) deposits, (ii) payables for employee benefits, (iii) other tax payables and (iv) payables for professional services. The following table sets forth the breakdown of our accruals and other payables as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Accruals and other payables Amounts due to a related party...... — 310 6 Deposits ...... 236,000 299,581 291,481 Accruals for employee benefits ...... 13,068 26,019 35,274 Other tax payables ...... 3,847 7,193 4,448 Payables for professional services...... 160 1,874 4,706 Others ...... 1,136 3,049 5,342 Total ...... 254,211 338,026 341,257

Accruals and other payables increased slightly by 1.0% from RMB338.0 million as of December 31, 2019 to RMB341.3 million as of December 31, 2020, primarily due to (i) an increase of RMB9.3 million in payables for employee benefits, (ii) an increase of RMB2.8 million in payables for professional services in relation to legal and accounting service fees, and partially offset by (iii) a decrease of RMB8.1 million in user deposits, primarily because we waived deposits for first-timer users who have sufficient credit scores in third-party payment platforms we cooperate with, and (iv) a decrease of RMB2.7 million in other tax payables.

Accruals and other payables increased by 33.0% from RMB254.2 million as of December 31, 2018 to RMB338.0 million as of December 31, 2019, primarily due to (i) an increase of RMB63.6 million in user deposits, as a result of an increasing number of users as our business expended, and (ii) an increase of RMB13.0 million in payables for employee benefits, primarily due to increased headcount and salaries for our employees.

The following table sets forth the aging analysis of our accruals and other payables based on recognition date as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Less than one year ...... 254,209 133,373 75,691 Over one year ...... 2 204,653 265,566 Total ...... 254,211 338,026 341,257

Trade and Bill Payables Our trade and bill payables primarily consist of (i) trade payables due to third parties, including payables to purchase of property, plant and equipment and commission payables, and (ii) bill payables. Trade payables are classified as current liabilities if payment is due within one year or less (or in normal operating cycle of the business if longer), and as non-current liabilities if due over one year. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

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The following table sets forth the breakdown of our trade and bill payables as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Trade payables due to third parties...... 108,505 450,405 668,557 Bill payables ...... 129,555 298,524 155,449 Total ...... 238,060 748,929 824,006

Trade and bill payables increased by 10.0% from RMB748.9 million as of December 31, 2019 to RMB824.0 million as of December 31, 2020. Such increase was primarily attributable to an increase of RMB218.2 million in trade payables due to third parties, as a result of procurement of an increasing amount of cabinets and power banks and an increasing amount of incentive fees to location partners and network partners, which was partially offset by a decrease of RMB143.1 million in bill payables.

Trade and bill payables increased by 214.6% from RMB238.1 million as of December 31, 2018 to RMB748.9 million as of December 31, 2019, primarily due to (i) an increase of RMB341.9 million in trade payables due to third parties as a result of procurement of an increasing amount of cabinets and power banks and an increasing amount of incentive fees to location partners and network partners, and (ii) an increase of RMB169.0 million in bill payables in connection with increasing procurement of power banks and cabinets.

The following table sets forth the aging analysis of our trade payables based on recognition dates as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Less than one year ...... 237,509 735,658 749,116 Over one year ...... 551 13,271 74,890 Total ...... 238,060 748,929 824,006

As of March 31, 2021, RMB198.3 million out of our trade and bill payables as of December 31, 2020 had been settled.

LIQUIDITY AND CAPITAL RESOURCES During the Track Record Period and up to the Latest Practicable Date, we have funded our cash requirements principally from cash generated from our operating activities and financing activities. As of December 31, 2018, 2019 and 2020, we had cash and cash equivalents of RMB281.4 million, RMB164.3 million, and RMB426.6 million, respectively.

Cash Flow The following table sets forth a summary of our cash flows for the periods indicated:

For the Year Ended December 31, 2018 2019 2020 (RMB in thousands) Net cash generated from operating activities...... 384,544 587,630 210,197 Net cash used in investing activities...... (242,605) (701,817) (198,573) Net cash generated from/(used in) financing activities ...... 59,271 (2,912) 250,743 Net increase/(decrease) in cash and cash equivalents...... 201,210 (117,099) 262,367 Cash and cash equivalents at the beginning of the year ...... 80,166 281,376 164,277 Exchanges losses on cash and cash equivalents ...... ——— Cash and cash equivalents at the end of the year ...... 281,376 164,277 426,644

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Net cash generated from operating activities

For the year ended December 31, 2020, net cash generated from operating activities was RMB210.2 million. This net cash inflow was primarily attributable to our loss before income tax of RMB134.4 million, as adjusted by (i) the add-back of non-cash and non-operating items, primarily comprising RMB275.5 million in depreciation of property, plant and equipment, RMB59.7 million in write-down of property, plant and equipment, RMB27.6 million in share-based compensation expenses, RMB13.4 million in interest income on investments in wealth management products, and RMB6.1 million in amortization of right-of-use assets, and (ii) changes in working capital, primarily attributable to an increase of RMB134.3 million in prepayments, deposits and other receivables, an increase of RMB77.9 million in trade and bill payables, an increase of RMB43.0 million in accruals and other payables, an increase of RMB9.4 million resulted from sales of power banks, and an increase of RMB15.0 million in restricted cash.

For the year ended December 31, 2019, net cash generated from operating activities was RMB587.6 million. This net cash inflow was primarily attributable to our profit before income tax of RMB176.9 million, as adjusted by (i) the add-back of non-cash and non-operating items, primarily comprising RMB145.3 million in depreciation of property, plant and equipment, RMB57.6 million in write-down of property, plant and equipment, RMB16.9 million in share-based compensation expenses, RMB5.0 million in interest income on investments in wealth management products and RMB3.5 million in fair value gains from financial assets at fair value through profit or loss, and (ii) changes in working capital, primarily attributable to an increase of RMB163.9 million in trade and bill payables, an increase of RMB160.1 million in accruals and other payables, an increase of RMB130.6 million in prepayments, deposits and other receivables, an increase of RMB9.2 million in trade receivables, and an increase of RMB3.0 million resulted from sales of power banks.

For the year ended December 31, 2018, net cash generated from operating activities was RMB384.5 million, This net cash inflow was primarily attributable to our losses before income tax of RMB51.7 million, as adjusted by (i) the add-back of non-cash and non-operating items, primarily comprising RMB104.7 million in depreciation of property, plant and equipment, RMB33.1 million in write-down of property, plant and equipment, RMB7.5 million loss on disposal of property, plant and equipment, and RMB7.0 million in share-based compensation expenses, RMB1.2 million in interest income on investments in wealth management products and RMB1.1 million in fair value gains on financial assets at fair value through profit or loss, and (ii) changes in working capital, primarily attributable to an increase of RMB263.1 million in accruals and other payables, an increase of RMB42.2 million in trade and bill payables, an increase of RMB18.8 million in prepayments, deposits and other receivables, and an increase of RMB1.8 million of trade receivables.

Net cash used in investing activities For the year ended December 31, 2020, net cash used in investing activities was RMB198.6 million, primarily due to (i) purchases of financial assets at fair value through profit or loss of RMB2,837.0 million, and (ii) purchases of and prepayment for property, plant and equipment and other long-term assets of RMB159.6 million, as adjusted by proceeds from disposal of financial assets at fair value through profit or loss of RMB2,796.9 million.

For the year ended December 31, 2019, net cash used in investing activities was RMB701.8 million, primarily due to (i) purchases of financial assets at fair value through profit or loss of RMB854.4 million, (ii) purchases of and prepayment for property, plant and equipment and other long-term assets of RMB69.5 million, and (iii) initial investments in one of our associate company of RMB5.0 million, as adjusted by proceeds from disposal of financial assets at fair value through profit or loss of RMB226.1 million.

For the year ended December 31, 2018, net cash used in investing activities was RMB242.6 million, primarily due to (i) purchases of and prepayment for property, plant and equipment and other long-term assets of RMB155.1 million and (ii) purchases of financial assets at fair value through profit or loss of RMB128.9 million, as adjusted by proceeds from disposal of financial assets at fair value through profit or loss of RMB41.3 million.

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Net cash generated from/(used in) financing activities For the year ended December 31, 2020, net cash generated from financing activities was RMB250.7 million, primarily due to capital contribution from equity owners of RMB257.3 million, mainly as we received series C financing.

For the year ended December 31, 2019, net cash used in financing activities was RMB2.9 million, primarily due to RMB2.9 million in principal elements and interest elements of lease payments.

For the year ended December 31, 2018, net cash generated from financing activities was RMB59.3 million, primarily due to capital contribution from equity owners of RMB60.0 million.

WORKING CAPITAL We intend to finance our working capital with cash generated from our operations, the net [REDACTED] from the [REDACTED] and other funds raised from capital markets from time to time. We will closely monitor the level of our working capital, particularly in view of our strategy to continue enhancing our service capabilities and expanding our market outreach.

During the Track Record Period and up to the Latest Practicable Date, we have financed our operations primarily through cash generated from our operations, and financings from investors. As of December 31, 2020, we had RMB426.6 million in cash and cash equivalents.

Our Directors are of the view that, taking into account the net [REDACTED] of the [REDACTED], our current cash and cash equivalents and our anticipated cash flows from operations, we have sufficient working capital for our present requirements, that is, for at least 12 months following the date of this document.

INDEBTEDNESS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS Borrowings During the Track Record Period, we did not incur any borrowings to finance our capital expenditure and working capital requirements.

Lease liabilities The following table shows the lease liabilities as of the dates indicated:

As of December 31, As of March 31, 2018 2019 2020 2021 (RMB in thousands) (Unaudited) Lease liabilities Current ...... 771 4,455 3,170 [2,415] Non-current...... 425 1,716 277 [579] Total lease liabilities ...... 1,196 6,171 3,447 [2,994]

Pledged Assets As of December 31, 2018, 2019 and 2020, and March 31, 2021, we had restricted cash pledged for bill payables of RMB80.8 million, RMB3.7 million, RMB90.5 million and RMB39.6 million, respectively.

Contingent Liabilities In December 2020, we filed a lawsuit with Hangzhou Yuhang District People’s Court against one of manufacturers for power banks for an aggregate of RMB36.0 million, seeking for compensation caused by

— 164 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. FINANCIAL INFORMATION product quality problems. In January 2021, this manufacturer filed another lawsuit with Hangzhou Yuhang District People’s Court against us for an aggregate of approximately RMB39.2 million, seeking for payments for delivered products and related raw material losses. These two lawsuits are still at a very early stage and the outcomes of which are uncertain. Since November 2020, the Group has ceased cooperation with this manufacturer, and as of December 31, 2020, trade payables to such manufacturer amounted to approximately RMB34.1 million.

In June 2019, we provided guarantees for a hardware supplier under its purchase agreement with its upstream supplier, capped at the amount payables by us to such hardware supplier on the date we receives payment notice under the guarantee. Payment made by us under the guarantees will be deemed as an offset of the trade payables to the hardware supplier. In June 2020, we were named as a co-defendant in a lawsuit filed with Shenzhen Bao’an District People’s Court by the upstream supplier, claiming that the Group assumes joint liability together with the hardware supplier for its overdue payment of approximately RMB15.2 million. As of December 31, 2020, trade payables to this hardware supplier exceeded such amount, which will be used to offset payments to the upstream supplier if the court rules against the hardware supplier or us.

Off-balance Sheet Commitments and Arrangements As of December 31, 2020, we had not entered into any off-balance sheet transactions.

CAPITAL EXPENDITURES Our capital expenditures during the Track Record Period primarily consisted of expenditures on property, plant and equipment, amounting to RMB155.1 million, RMB69.5 million and 159.6 million in 2018, 2019 and 2020, respectively. We intend to fund our planned capital expenditures through a combination of the [REDACTED] from the [REDACTED] as well as cash generated from operations.

COMMITMENTS

Capital Commitments As of December 31, 2018, 2019 and 2020, capital expenditure contracted for at the end of the year but not yet incurred is as follows:

As of December 31, 2018 2019 2020 (RMB in thousands) Property, plant and equipment ...... 79,128 155,651 133,174

Operating Lease Commitments During the Track Record Period, we leased a number of properties for our offices under operating lease agreements. The leases typically run for an initial period for one to two years, at the end of which all terms are renegotiated.

The table below sets forth our future aggregate minimum lease payments under non-cancellable operating leases for offices as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) No later than one year...... 2,624 6,366 10,164

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MATERIAL RELATED PARTY TRANSACTIONS The following table sets forth the transactions we had with related parties for the periods indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Provide service to Tenpay Payment Technology Company Limited ...... — 866 241 Shenzhen Tencent Computer Systems Company Limited...... 21 3,904 1,477 Tencent Technology (Shenzhen) Co., Ltd...... — — 3,551 21 4,770 5,269 Purchase of service from Tenpay Payment Technology Company Limited ...... 2,712 6,223 9,159 Tencent Cloud Computing(Beijing) Co., Ltd...... 291 769 700 3,003 6,992 9,859

Amounts due from/to Related Parties The table below sets forth the amounts due from and due to related parties as of the dates indicated:

As of December 31, 2018 2019 2020 (RMB in thousands) Trade receivables Tencent Technology (Shenzhen) Co., Ltd...... — — 764 Shenzhen Tencent Computer Systems Company Limited...... 21 3,703 7 Tenpay Payment Technology Company Limited ...... — 237 — 21 3,940 771 Prepayments, deposits and other receivables Tencent Cloud Computing(Beijing) Co., Ltd...... 94 57 106 Xpower (HK) International Limited...... — 1,078 — Hangzhou Duozheng Network Technology Co., Ltd...... 703 — — 797 1,135 106 Accruals and other payables Xpower (HK) International Limited...... — 310 6

As of Latest Practicable Date, amounts due to Xpower (HK) International Limited have been settled by cash. Our Directors believe that our transactions with related parties during the Track Record Period were conducted on an arm’s length basis, and they did not distort our results of operations or make our historical results not reflective of our future performance.

FINANCIAL RISK DISCLOSURE We are exposed to a variety of financial risks, including market risk (including cash flow and fair value interest rate risk), credit risk, and liquidity risk. We regularly monitor our exposure to these risks. Risk management is carried out by our senior management.

Market risk Cash flow and fair value interest rate risk Our income and operating cash flows are substantially independent of changes in market interest rates. We have no significant interest-bearing assets and liabilities, except for lease liabilities and deposits held at bank and

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Our management does not anticipate significant impact to interest-bearing assets resulted from the changes in interest rates, because the interest rates of bank deposits are not expected to change significantly.

Credit risk (i) Risk management

Credit risk mainly arises from cash and cash equivalents, restricted cash, trade receivables, other receivables and financial assets at fair value through profit or loss. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the consolidated balance sheet.

We expects that there is no significant credit risk associated with cash and cash equivalents and restricted cash since they are deposited at state-owned banks or reputable commercial banks and other high-credit-quality financial institutions. Our management do not expect that there will be any significant losses from non-performance by these counterparties, therefore the expected credit loss for cash and cash equivalents, restricted cash and financial assets at fair value through profit or loss is minimal. We have no policy to limit the amount of credit exposure to any financial institutions.

We have no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.

For trade and other receivables, our management has monitoring procedures to ensure that follow-up action is taken to recover overdue debts. We generally require a deposit from each user except for those who have qualified credit scores assessed by payment portals such as WeChat or Alipay. In addition, we review the recoverability of these receivables at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, our directors consider that our credit risk is significantly reduced.

(ii) Impairment of financial assets

We have two types of assets that are subject to the expected credit loss model:

Š Trade receivables

Š Other financial assets carried at amortized cost

While cash and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, the identified impairment loss was nil.

Trade receivables We apply the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

Expected credit losses are also estimated by grouping the receivables based on shared credit risk characteristics and collectively assessed for likelihood of recovery, taking into account the nature of the customer and its aging category, and applying the expected credit loss rates to the respective gross carrying amounts of the receivables.

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Individually impaired trade receivables is related to customer who is experiencing unexpected economic difficulties. We expect that the entire amounts of the receivables will have difficulty to be recovered and has recognized impairment losses. As of December 31, 2018, 2019 and 2020, no trade receivable has been individually impaired.

The expected loss rates are based on the payment profiles of sales and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. We have identified the gross domestic product index (“GDP”) of the PRC in which we provide our services to be the most relevant factors, and accordingly adjust the historical loss rate based on expected changes in these factors.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery includes, amongst other, the failure of a debtor to engage in a repayment plan within us.

We assess the credit quality of its customers by taking into account various factors including their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the management. The compliance with credit limits by customers is regularly monitored by the management.

Other financial assets at amortized cost Other financial assets at amortized cost mainly represented other receivables.

Other receivables mainly included deposits and others. They are closely monitored for recoverability and collectability and we maintain close communications with the counterparties. Based on historical experience, the associated credit risk is minimal. Our management considered that the identified impairment loss under expected credit loss model was immaterial.

Liquidity risk We aim to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, our policy is to regularly monitor our liquidity risk and to maintain adequate cash and cash equivalents to meet our liquidity requirements.

DIVIDENDS We did not declare any dividends during the Track Record Period.

After completion of the [REDACTED], our Shareholders will be entitled to receive dividends that we declare. The amount of dividend actually distributed to our Shareholders will depend upon our earnings and financial condition, operating requirements, capital requirements and any other conditions that our Directors may deem relevant and will be subject to approval of our Shareholders. Our Board has the absolute discretion to recommend any dividend. Any declaration and payment as well as the amount of dividends will be subject to our constitutional documents and the relevant laws. See “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association” for details. No dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution.

Under the PRC Company Law and our Articles of Association, we will pay dividends out of our after-tax profit only after we have made the following allocations:

Š recovery of accumulated losses, if any;

Š allocations to the statutory reserve fund equivalent to 10.0% of our after-tax profit; and

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Š allocations, if any, to a discretionary reserve fund approved by the shareholders in a shareholders’ meeting.

When the statutory reserve fund reaches and is maintained at or above 50.0% of our registered capital, no further allocations will be required. Our profit distributable for the above-mentioned allocations and our dividend distributions are expected to be paid out of our after-tax profit as determined by PRC GAAP or IFRSs, whichever is lower.

All of our shareholders have equal rights to dividends and distributions in the form of stock or cash. For holders of our H Shares, cash dividend payments, if any, will be declared by our Board in Renminbi and paid in Hong Kong dollars.

We currently intend to retain most, if not all, of our available funds and any future earnings after the [REDACTED] to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future.

DISTRIBUTABLE RESERVES As of December 31, 2020, we did not have any reserves available for distribution to our shareholders.

[REDACTED] EXPENSES Our [REDACTED] expenses mainly include [REDACTED] and commissions and professional fees paid to legal, accounting and other advisors for their services rendered in relation to the [REDACTED] and the [REDACTED]. Assuming full payment of the discretionary incentive fee, the estimated total [REDACTED] expenses (based on the mid-point of the [REDACTED] Range and assuming that the [REDACTED] is not exercised) for the [REDACTED] are approximately HK$[REDACTED] million, accounting for approximately [REDACTED]% of our gross [REDACTED]. An estimated amount of HK$[REDACTED] million for our [REDACTED] expenses, accounting for approximately [REDACTED]% of our gross [REDACTED],is expected to be expensed through the statement of profit or loss and the remaining amount of HK$[REDACTED] million is expected to be recognized directly as a deduction from equity upon the [REDACTED]. During the Track Record Period, we have not incurred any [REDACTED] expenses. Our Directors do not expect such expenses to have a material and adverse impact on our financial results for the year ending December 31, 2020.

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS The following unaudited pro forma statement of adjusted net tangible assets prepared in accordance with Rule 4.29 of the Listing Rules is for illustrative purposes only, and is set out below to illustrate the effect of the [REDACTED] on the net tangible assets attributable to the equity holders of our Company as of December 31, 2020 as if the [REDACTED] had taken place on December 31, 2020, assuming the [REDACTED] is not exercised.

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The unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of our consolidated net tangible assets as at December 31, 2020 or at any future dates following the [REDACTED]. It is prepared based on our consolidated net tangible assets as set out in the Accountant’s Report, the text of which is set out in Appendix I to this document, and adjusted as described below. The unaudited pro forma statement of adjusted net tangible assets does not form part of the Accountant’s Report.

[REDACTED]

NO MATERIAL ADVERSE CHANGE Our Directors confirm that, up to the date of this document, there has been no material adverse change in our financial or trading position since December 31, 2020 (being the date on which the latest audited consolidated financial information of our Group was prepared) and there is no event since December 31, 2020 which would materially affect the information shown in our consolidated financial statements included in the Accountant’s Report in Appendix I to this document.

DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES Our Directors confirm that, except as otherwise disclosed in this document, as of the Latest Practicable Date, there was no circumstance that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.

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FUTURE PLANS AND PROSPECTS See “Business — Our Strategies” for a detailed description of our future plans. USE OF [REDACTED] The table below sets forth the estimated aggregate net [REDACTED] which we will receive after deduction of [REDACTED] and estimated expenses payable by us in connection with the [REDACTED]: Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the mid-point of the [REDACTED] range stated in this Document) ...... HK$[REDACTED] million (equivalent to US$[REDACTED] million) Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the high end of the [REDACTED] range stated in this Document)...... HK$[REDACTED] million (equivalent to US$[REDACTED] million) Assuming an [REDACTED] of HK$[REDACTED] per H Share (being the low end of the [REDACTED] range stated in this Document)...... HK$[REDACTED] million (equivalent to US$[REDACTED] million) We intend to use the net [REDACTED] from the [REDACTED] as follows, assuming the [REDACTED] is not exercised and assuming and [REDACTED] of HK$[REDACTED] per H Share, being the mid-point of the [REDACTED] range stated in the document: Š approximately HK$[REDACTED] million (representing [REDACTED] of the net [REDACTED]) is expected to be used for the expansion of service network and procurement of hardware; Š approximately HK$[REDACTED] million (representing [REDACTED] of the net [REDACTED]) is expected to be used for the advancement of digitalized infrastructure and upgrades of power banks and cabinets; Š approximately HK$[REDACTED] million (representing [REDACTED] of the net [REDACTED]) is expected to be used for the development of short video marketing services and exploration of other new business opportunities; Š approximately HK$[REDACTED] million (representing [REDACTED] of the net [REDACTED]) is expected to be used for the exploration of potential investment, mergers and acquisitions opportunities, although we have not identified any acquisition target; and Š approximately HK$[REDACTED] million (representing [REDACTED] of the net [REDACTED]) is expected to be used for working capital and general corporate purpose. The above allocation of use of net [REDACTED] is projected based on our current business plan and the amount of net [REDACTED] that we expect to receive from the [REDACTED]. If we are unable to raise the expected amount of net [REDACTED] from the [REDACTED], we expect to adjust the allocation of the net [REDACTED] for the above purposes on a pro rata basis. If the [REDACTED] is set at the high end or low end of the proposed [REDACTED] range, the net [REDACTED] of the [REDACTED] (assuming that the [REDACTED] is not exercised) will increase to approximately HK$[REDACTED] million (equivalent to approximately US$[REDACTED] million) or decrease to approximately HK$[REDACTED] million (equivalent to approximately US$[REDACTED] million), respectively. In this event, we will increase or decrease the allocation of the net [REDACTED] to the above purposes on a pro-rata basis. If the [REDACTED] is fully exercised by the [REDACTED], we will receive net [REDACTED] of approximately HK$[REDACTED] million for [REDACTED] H Shares to be sold and transferred upon the full exercise of the [REDACTED], respectively, based on the [REDACTED] of HK$[REDACTED] per H Share, being the mid-point of the indicative [REDACTED] range, and after deducting the [REDACTED] and commissions payable by us. We intend to apply the additional net [REDACTED] to the above uses in the proportions stated above. To the extent that the net [REDACTED] of the [REDACTED] are not immediately used for the above purposes and to the extent permitted by applicable laws and regulations, we intend to deposit such net [REDACTED] into interest-bearing bank accounts with licensed banks and/or financial institutions.

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The following is the text of a report set out on pages I-1 to I-2, received from the Company’s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this document. It is prepared and addressed to the directors of the Company and to the joint Sponsor pursuant to the requirements of HKSIR 200, Accountants’ Reports on Historical Financial Information in Investment Circulars, issued by the Hong Kong Institute of Certified Public Accountants.

[DRAFT]

ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF HANGZHOU XPOWER TECHNOLOGY CO., LTD. AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND UBS SECURITIES HONG KONG LIMITED

Introduction We report on the historical financial information of Hangzhou Xpower Technology Co., Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages [I-3 to I-66], which comprises the consolidated balance sheets as at December 31, 2018, 2019 and 2020, the balance sheet of the Company as at December 31, 2018, 2019 and 2020, and the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows for each of the years ended December 31, 2018, 2019 and 2020 (the “Track Record Period”) and a summary of significant accounting policies and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages [I-3 to I-66] forms an integral part of this report, which has been prepared for inclusion in the document of the Company dated [Date] (the “Document”) in connection with the [REDACTED] of shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited.

Directors’ responsibility for the Historical Financial Information The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation sets out in Note 2.1 to the Historical Financial Information, and for such internal control as the directors determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountant’s responsibility Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200, Accountants’ Reports on Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountant’s judgment, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountant considers internal control relevant to the entity’s preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation sets out in Note 2.1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.

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We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion, the Historical Financial Information gives, for the purposes of the accountant’s report, a true and fair view of the financial position of the Company as at December 31, 2018, 2019 and 2020 and the consolidated financial position of the Group as at December 31, 2018, 2019 and 2020 and of its consolidated financial performance and its consolidated cash flows for the Track Record Period in accordance with the basis of preparation sets out in Note 2.1 to the Historical Financial Information.

Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance

Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page [I-3] have been made.

Dividends We refer to note [26] to the Historical Financial Information which states that no dividends have been paid by Hangzhou Xpower Technology Co., Ltd. in respect of the Track Record Period.

[PricewaterhouseCoopers] Certified Public Accountants Hong Kong [Date]

—I-2— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

I. HISTORICAL FINANCIAL INFORMATION OF THE GROUP Set out below is the Historical Financial Information which forms an integral part of this accountant’s report.

The consolidated financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by PricewaterhouseCoopers in accordance with International Standards on Auditing issued by the International Auditing and Assurance Standards Board (“IAASB”) (the “Underlying Financial Statements”).

The Historical Financial Information is presented in Renminbi (“RMB”) and all value are rounded to the nearest thousand (RMB’000) except when otherwise indicated.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended December 31, Note 2018 2019 2020 RMB’000 RMB’000 RMB’000 Revenue ...... 6 423,356 1,636,113 1,911,338 Cost of revenue ...... 9 (151,592) (260,166) (400,966) Gross profit...... 271,764 1,375,947 1,510,372 Distribution and marketing expenses ...... 9 (260,501) (1,052,787) (1,472,055) General and administrative expenses ...... 9 (22,426) (63,645) (91,120) Research and development expenses ...... 9 (37,262) (101,762) (118,581) Net impairment losses on financial assets ...... (496) (3,268) (211) Other income...... 7 6 9,467 17,479 Other gains/(losses), net...... 8 (5,255) 9,498 17,436 Operating profit/(loss) ...... (54,170) 173,450 (136,680) Finance income ...... 11 2,495 4,374 2,526 Finance costs ...... 11 (45) (109) (258) Finance income, net ...... 2,450 4,265 2,268 Share of net loss of investments accounted for using the equity method...... 18 — (808) — (Loss)/Profit before income tax...... (51,720) 176,907 (134,412) Income tax expense ...... 12 15,637 (39,552) 30,268 (Loss)/Profit and total comprehensive (losses)/income for the year ...... (36,083) 137,355 (104,144)

Attributable to: - Equity holders of the Company ...... (36,083) 137,355 (104,144)

(Losses)/Earnings per share (expressed in RMB per share): 13 - Basic (expressed in RMB per share)...... (0.60) 2.29 (1.73) - Diluted (expressed in RMB per share) ...... (0.60) 2.23 (1.73)

—I-3— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

CONSOLIDATED BALANCE SHEETS

As at December 31, Note 2018 2019 2020 RMB’000 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment ...... 15 147,945 524,010 606,215 Right-of-use assets...... 16 1,330 6,940 4,390 Intangible assets ...... 17 65 803 1,037 Deferred income tax assets ...... 29 43,408 7,355 34,124 Investments accounted for using equity method ...... 18 — — — Financial assets at fair value through profit or loss ...... 3.3 — 5,000 5,000 Prepayments, deposits and other receivables ...... 20 7,398 2,792 — 200,146 546,900 650,766 Current assets Inventories ...... 6 — 13 Trade receivables...... 19 1,668 7,758 4,183 Prepayments, deposits and other receivables ...... 20 34,428 164,834 298,948 Financial assets at fair value through profit or loss ...... 3.3 129,957 599,288 254,946 Restricted cash ...... 21 81,385 3,700 105,530 Cash and cash equivalents ...... 21 281,376 164,277 426,644 528,820 939,857 1,090,264 Total assets...... 728,966 1,486,757 1,741,030

EQUITY Equity attributable to equity holders of the Company Paid-in capital/Share capital...... 23 848 848 63,576 Other reserves ...... 24 361,019 377,892 539,360 Retained earnings/(Accumulated deficits)...... (127,278) 10,077 (33,313) Total equity ...... 234,589 388,817 569,623

LIABILITIES Non-current liabilities Lease liabilities ...... 16 425 1,716 277 Deferred income tax liabilities ...... 29 — 3,499 — 425 5,215 277 Current liabilities Trade and bills payables...... 27 238,060 748,929 824,006 Accruals and other payables ...... 28 254,211 338,026 341,257 Contract liabilities ...... 6 910 1,315 2,697 Lease liabilities ...... 16 771 4,455 3,170 493,952 1,092,725 1,171,130 Total liabilities ...... 494,377 1,097,940 1,171,407 Total equity and liabilities ...... 728,966 1,486,757 1,741,030

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BALANCE SHEET OF THE COMPANY

As at December 31, Note 2018 2019 2020 RMB’000 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment ...... 15 147,945 261,906 299,221 Right-of-use assets...... 16 1,330 2,111 1,032 Intangible assets ...... 17 59 53 47 Deferred income tax assets ...... 41,443 7,355 24,240 Investment in subsidiaries ...... — — 3,000 Investments accounted for using the equity method ...... — — — Financial assets at fair value through profit or loss ...... — 5,000 5,000 Prepayments, deposits and other receivables ...... 20 7,398 1,412 — 198,175 277,837 332,540 Current assets Inventories ...... 6 — 13 Trade receivables...... 19 5,179 31,220 1,124 Prepayments, deposits and other receivables ...... 20 40,934 72,215 269,764 Financial assets at fair value through profit or loss ...... 129,957 474,584 200,077 Restricted cash ...... 21 81,385 3,700 25,469 Cash and cash equivalents ...... 21 277,555 143,304 401,910 535,016 725,023 898,357 Total assets...... 733,191 1,002,860 1,230,897 EQUITY Equity attributable to equity holders of the Company Paid-in capital/Share capital...... 23 848 848 63,576 Other reserves ...... 24 361,019 377,892 539,360 Accumulated deficits ...... (121,722) (17,467) (52,928) Total equity ...... 240,145 361,273 550,008 LIABILITIES Non-current liabilities Lease liabilities ...... 16 425 171 112 Current liabilities Trade and bills payables...... 27 238,034 323,130 374,912 Accruals and other payables ...... 28 253,191 315,659 304,293 Contract liabilities ...... 6 625 908 915 Lease liabilities ...... 16 771 1,719 657 492,621 641,416 680,777 Total liabilities ...... 493,046 641,587 680,889 Total equity and liabilities ...... 733,191 1,002,860 1,230,897

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to equity holders of the Company Paid-in Retained capital/ earnings/ Share Other (Accumulated Note capital reserves deficits) Total (Note 23) (Note 24) RMB’000 RMB’000 RMB’000 RMB’000 Balance at January 1, 2018 ...... 785 294,076 (91,195) 203,666 Comprehensive losses Loss for the year ...... — — (36,083) (36,083) Transactions with equity holders of the Company: Capital contribution from equity holders...... 23 63 59,937 — 60,000 Share-based compensation expenses ...... 25 — 7,006 — 7,006 Balance at December 31, 2018 ...... 848 361,019 (127,278) 234,589 Balance at January 1, 2019 ...... 848 361,019 (127,278) 234,589 Comprehensive income Profit for the year...... — — 137,355 137,355 Transactions with equity holders of the Company: Share-based compensation expenses ...... 25 — 16,873 — 16,873 Balance at December 31, 2019 ...... 848 377,892 10,077 388,817 Balance at January 1, 2020 ...... 848 377,892 10,077 388,817 Comprehensive losses Loss for the year ...... — — (104,144) (104,144) Transactions with equity holders of the Company: Conversion from a limited liability company into a joint stock company ...... 23 58,152 (118,906) 60,754 — Capital contribution from equity holders...... 23 1,000 — — 1,000 Issue of ordinary shares...... 23 3,576 252,734 — 256,310 Share-based compensation expenses ...... 25 — 27,640 — 27,640 Balance at December 31, 2020 ...... 63,576 539,360 (33,313) 569,623

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, Note 2018 2019 2020 RMB’000 RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations ...... 30(a) 384,544 587,630 210,197 Income tax paid ...... — — — Net cash generated from operating activities 384,544 587,630 210,197 Cash flows from investing activities Investment in an associate...... 18 — (5,000) — Purchases of and prepayment for property, plant and equipment and other long-term assets ...... (155,055) (69,533) (159,628) Purchases of financial assets at fair value through profit or loss...... (128,900) (854,350) (2,837,000) Proceeds from disposal of property, plant and equipment ...... 75 980 834 Proceeds from redemption of financial assets at fair value through profit or loss ...... 41,275 226,086 2,796,919 Proceeds from liquidation of an associate...... 18 — — 302 Net cash used in investing activities...... (242,605) (701,817) (198,573) Cash flows from financing activities Principal elements and interest elements of lease payments ...... (729) (2,912) (6,567) Capital contribution from equity holders ...... 23 60,000 — 257,310 Net cash generated from/(used in) financing activities ...... 59,271 (2,912) 250,743 Net increase/(decrease) in cash and cash equivalents ...... 201,210 (117,099) 262,367 Cash and cash equivalents at beginning of year ...... 80,166 281,376 164,277 Cash and cash equivalents at end of year ...... 21 281,376 164,277 426,644

—I-7— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1 General information Hangzhou Xpower Technology Co., Ltd. (the “Company” or “Xpower”, formerly known as Beijing Yidianyuan Network Technology Co., Ltd. or Hangzhou Yidianyuan Network Technology Co., Ltd.) was established in the People’s Republic of China (the “PRC”) as a limited liability company on December 6, 2016. The address of the Company’s registered office is Room 710, Building 5, No.998, West Wenyi Xi road, Yuhang district, Hangzhou, Zhejiang, the PRC.

The Company and its subsidiaries (the “Group”) are primarily engaged in the power bank sharing business (the “Listing Business”) in the PRC.

Prior to a series of capital increases and transfers as described below, the Company was wholly owned by Mr. Tang Yongbo (the “Founder” or “Mr. Tang”). The then registered capital of RMB1,000,000 was fully paid by Mr. Tang in April 2020.

On January 4, 2017, each of Hangzhou Xpower Investment Management Partnership (Limited Partnership) (“Xpower Investment”), Chengdu Detong Yinke Jincheng Venture Capital Partnership (Limited Partnership) (“Chengdu Detong”), Chongqing Detong Linghang Venture Capital Center (Limited Partnership) (“Chongqing Detong”), Hangzhou Yunzhi Investment Partnership (Limited Partnership) (“Hangzhou Yunzhi”), Hangzhou Yunchuang Venture Capital Partnership (Limited Partnership) (“Hangzhou Yunchuang”), Shanghai Detong Yimin Consumer Industry Equity Investment Fund Center (Limited Partnership) (“Shanghai Detong”) and Shenzhen CMB Zhanyi Investment Management Partnership (Limited Partnership) (“CMB Zhanyi”) entered into a share transfer agreement with Mr. Tang, pursuant to which Mr. Tang agreed to transfer an aggregate of 35% equity interests in the Company held by him to such investors, respectively.

On January 9, 2017, each of Suzhou GSR Zhaohua Venture Capital Partnership (Limited Partnership) (“GSR Phase I”), Suzhou GSR Zhaohua Phase II Venture Capital Partnership (Limited Partnership) (“GSR Phase II”), Hangzhou Youhan Investment Management Co., Ltd. (“Hangzhou Youhan”) and Tianjin Qingzhe Venture Capital Partnership (Limited Partnership) (“Tianjin Qingzhe”) completed the injection of an aggregate of RMB14,800,000 to the Company (the “Series Angel Financing”).

On April 14, 2017, each of Linzhi Lixin Information Technology Co., Ltd. (“Linzhi Lixin”), Shanghai Vision Plus Investment Management Partnership (Limited Partnership) (“Shanghai Vision Plus”), Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) (“Hangzhou CDH”), Hangzhou Daocin Investment Partnership (Limited Partnership) (“Hangzhou Daocin”), GSR Phase I, GSR Phase II, Hangzhou Youhan, Shanghai Detong, Hangzhou Yunchuang, Hangzhou Yunzhi, Chengdu Detong and Chongqing Detong completed the injection of an aggregate of RMB41,860,000 to the Company (the “Series A Financing”).

On April 26, 2017, each of Hangzhou Yunchuang, Hangzhou Yunzhi, Shanghai Detong, Chengdu Detong, Chongqing Detong, Hangzhou Youhan, Tianjin Qingzhe entered into a share transfer agreement with Xpower Investment, respectively, pursuant to which Xpower Investment agreed to transfer a total of 3.6% of the equity interests in the Company held by it to such investors.

On the same day, each of Zhuhai Zhongrui Investment Center (Limited Partnership) (“Zhuhai Zhongrui”) and Deqing Brandon Investment Management Partnership (Limited Partnership) (“Deqing Brandon”) entered into a share transfer agreement with CMB Zhanyi, pursuant to which CMB Zhanyi agreed to transfer 1.00% and 0.88% of equity interests in the Company held by it to Zhuhai Zhongrui and Deqing Brandon, respectively.

On June 9, 2017, each of Linzhi Lixin, Shanghai Vision Plus, Tibet Rong’an Growth Investment Center (Limited Partnership) (“Tibet Rong’an”), Beijing Sequoia Chenxin Management Consulting Center (Limited Partnership) (“Sequoia Chenxin”), Suzhou Kinzon Yuanxin Equity Investment Partnership (Limited Partnership) (“Suzhou Kinzon”), Hangzhou CDH and Zhuhai Zhongrui completed an injection of an aggregate of RMB231,900,000 to the Company.

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On February 11, 2018, each of Suning.com Co., Ltd. (“Suning.com”), Shanghai Suning Financial Services Group Co., Ltd. (“Suning Financial”), GSR Phase II, Hangzhou CDH, Sequoia Chenxin and Tibet Rong’an completed an injection of an aggregate of RMB60,000,000 to the Company (the “Series B+ Financing”).

On March 20, 2020, Hangzhou Zhonghuan Leading Investment Management Partnership (Limited Partnership) (“Hangzhou Zhonghuan”) entered into a share transfer agreement with Hangzhou Youhan, pursuant to which Hangzhou Youhan agreed to transfer 0.62% of the equity interests in the Company held by it to Hangzhou Zhonghuan.

On April 20, 2020, each of Shanghai Nuobi Enterprise Management Consulting Center (“Shanghai Nuobi”) and Shanghai Nuoqiang Enterprise Management Consulting Partnership (Limited Partnership) (“Shanghai Nuoqiang”) entered into a share transfer agreement with Mr. Tang, respectively, pursuant to which Mr. Tang agreed to transfer 2.62% and 2.18% of the equity interests in the Company held by him to such investors, respectively.

On April 21, 2020, each of Hou Beibei, Hangzhou Vision Plus Equity Investment Partnership (Limited Partnership) (“Hangzhou Vision Plus”) and Liu Rui entered into a share transfer agreement with Shanghai Nuobi, respectively, pursuant to which Shanghai Nuobi agreed to transfer 0.60%, 1.20% and 0.82% of the equity interests in the Company held by it to such investors, respectively. On the same day, each of Zhuhai Zhongyan Investment Enterprise (Limited Partnership) (“Zhuhai Zhongyan”) and Huzhou Hexin Enterprise Management Consulting Partnership (Limited Partnership) (“Huzhou Hexin”) entered into a share transfer agreement with Shanghai Nuoqiang, pursuant to which Shanghai Nuoqiang agreed to transfer 1.45% and 0.73% of the equity interests in the Company held by it to such investors, respectively.

On April 23, 2020, Xpower Investment entered into a share transfer agreement with Hangzhou Daocin, pursuant to which Xpower Investment agreed to transfer 1.29% of the equity interests in the Company held by it to Hangzhou Daocin.

On April 26, 2020, upon exercise of the share options granted to certain employees, Hangzhou Zhixin Enterprise Management Consulting Partnership (Limited Partnership) (“Hangzhou Zhixin”) entered into a share transfer agreement with Mr. Tang, pursuant to which Mr. Tang agreed to transfer 1.97% of the equity interests in the Company held by it to Hangzhou Zhixin (Note 25).

On June 17, 2020, the Company was converted from a limited liability company into a joint stock company with limited liability. Details are set out in Note 24.

On December 28, 2020, each of Shanghai Fengbao Information Technology Co., Ltd. (“Shanghai Fengbao”) and Linzhi Lixin completed the injection of an aggregate of RMB256,310,000 to the Company (the “Series C Financing”).

These financial statements are presented in RMB, unless otherwise stated.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of the Historical Financial Information are set out as below. These policies have been consistently applied throughout the Track Record Period, unless otherwise stated.

2.1 Basis of preparation As at December 31, 2019 and 2020, the Group had net current liabilities of RMB152,868,000 and RMB80,866,000, respectively. Taking into account the Group’s continuous net cash inflows generated from its power bank sharing business, the directors of the Company believe that the Group will have sufficient cash resources to satisfy its future working capital in the next twelve months from December 31, 2020. The directors of the Company consider that it is appropriate that the Historical Financial Information is prepared on a going concern basis.

—I-9— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

The Historical Financial Information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The Historical Financial Information has been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value profit or loss which are carried at fair value.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Historical Financial Information are disclosed in Note 4.

2.1.1 Changes in accounting policy and disclosures

(a) New standards and amendments to standards adopted by the Group The IASB has issued a number of new and revised IFRS during the Track Record Period. For the purpose of preparing the Group’s Financial Information, the Group has adopted all applicable new and revised IFRSs including IFRS 9 Financial Instruments (“IFRS 9”), IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) and IFRS 16 Leases (“IFRS 16”) throughout the Track Record Period except for any new standards or interpretation that are not yet effective for the reporting period ended December 31, 2020.

(b) New standards and amendments to standards not yet effective and are not early adopted by the Group The following are new standards, and amendments to existing standards and new interpretations that have been issued but are not effective for the Track Record Period, and have not been early adopted. The Group plans to adopt these new standards, amendments to standards and new interpretations when they become effective:

Effective for annual periods Standards beginning on or after Amendments to IFRS 10 and IAS 28, “Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture” To be determined Amendments to IAS 1, “Classification of Liabilities as Current and Non-current” January 1, 2022 Amendments to IAS 16, “Property, Plant and Equipment : Proceeds before intended use” January 1, 2022 Amendments to IFRS 3, “Reference to the Conceptual Framework” January 1, 2022 Amendments to IAS 37, “Onerous Contracts – Cost of Fulfilling a Contract” January 1, 2022 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, “Interest rate reform – phase 2” Annual improvements to IFRS standards 2018-2020 January 1, 2022 IFRS 17, “Insurance Contracts” January 1, 2023

According to the assessment made by the management, these new and amended standards are either not relevant to the Group or not significant to the financial performance and positions of the Group when they become effective.

2.2 Subsidiaries

2.2.1 Consolidation Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

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Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

2.2.2 Associates Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost.

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.

Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealized gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in Note 2.7.

2.2.3 Separate financial statements Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Group on the basis of dividend received and receivable.

Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.

2.3 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as executive directors of the Company.

2.4 Foreign currency translations

(a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is RMB, and the subsidiaries are incorporated in the PRC and these entities considered RMB as their functional currency. Since all assets and operations of the Group are located in the PRC, the Historical Financial Information is presented in RMB, which is the Group’s presentation currency.

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(b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translations at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized within “Other gains/(losses), net” in the consolidated statements of comprehensive income.

2.5 Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation on Property, plant and equipment is calculated using the straight-line method to allocate their cost, net of their residual value, over their estimated useful lives as follows:

- Cabinets and other carriers 18-60 months - Power banks 24 months - Desktop charging equipment 12 months - Vehicle, Office and other equipment 18-48 months

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2.7).

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognized in “Other gains/(losses), net” in the consolidated statements of comprehensive income.

2.6 Intangible assets

(a) Computer software and royalty Computer software and royalty are stated at cost less accumulated amortization and accumulated impairment losses. Cost represents consideration paid for the rights to use the computer software and royalty for 2-10 years. Amortization of computer software and royalty are calculated on the straight-line method.

(b) Research and development expenditure Research and development cost comprise all costs that are directly attributable to research and development activities (relating to the development of the Group’s proprietary technologies and infrastructure, including several self-developed systems and business development operational management tools) or that can be allocated on a reasonable basis to such activities.

Research and development costs are recognized as intangible assets when the following criteria are met: Š it is technically feasible to complete the software so that it will be available for use;

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Š management intends to complete the software and use or sell it; Š there is an ability to use or sell the software; Š it can be demonstrated how the software will generate probable future economic benefits; Š adequate technical, financial and other resources to complete the development and to use or sell the software are available; and Š the expenditure attributable to the software during its development can be reliably measured.

Other development costs that do not meet these criteria are recognized as an expense as incurred. The Group has no development costs meeting these criteria and capitalized as intangible assets during the Track Record Period.

Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are amortized from the point at which the assets are ready for use on a straight-line basis over their useful lives.

2.7 Impairment of non-financial assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

2.8 Financial assets

2.8.1 Classification The Group classifies its financial assets in the following measurement categories: - those to be measured subsequently at fair value (either through OCI or through profit or loss), and - those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded either in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

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2.8.2 Recognition and derecognition Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

2.8.3 Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are recorded in profit or loss.

Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group classifies its debt instruments into the following measurement category: Š Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in “Other gains/(losses), net” together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. Š FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in “Other gains/(losses), net”. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in “Other gains/ (losses), net” and impairment expenses are presented as separate line item in the consolidated statements of comprehensive income. Š Fair value through profit or loss (“FVPL”): Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within “Other gains/(losses), net” in the period in which it arises.

Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognized in “Other income” when the Group’s right to receive payments is established.

Changes in the fair value of financial assets measured at FVPL are recognized in “Other gains/(losses), net” as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at financial assets at FVOCI are not reported separately from other changes in fair value.

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2.8.4 Impairment The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost and financial assets at fair value through profit or loss. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivable, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables, see Note 3.1(b)(ii) for further details.

Impairment on other receivables is measured as either 12-month expected credit losses or lifetime expected credit loss, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses.

2.9 Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheets when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the assets and settle the liabilities simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

2.10 Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

2.11 Trade receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. See Note 19 for further information about the Group’s accounting for trade receivables and Note 2.8.4 for a description of the Group’s impairment policies.

2.12 Cash and cash equivalents For the purpose of presentation in the Consolidated Statements of Cash Flows, cash and cash equivalents includes deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

2.13 Share capital Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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2.14 Trade and other payables These amounts represent liabilities for products sold and services provided to the Group prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

2.15 Current and deferred income tax The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

(a) Current income tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

(b) Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

2.16 Employee benefits

(a) Pension obligations Full-time employees in the PRC are covered by various government-sponsored defined contribution pension plans under which the employees are entitled to a monthly pension based on certain formulas. The relevant government agencies are responsible for the pension liability to these retired employees. The Group contributes on a monthly basis to these pension plans. Under these plans, the Group has no further payment

—I-16— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT obligation for post-retirement benefits beyond the contributions made. Contributions to these plans are expensed as incurred and contributions paid to the defined-contribution pension plans for an employee are not available to reduce the Group’s future obligations to such defined contribution pension plans even if the employee leaves.

(b) Housing funds, medical insurances and other social insurances Employees of the Group in the PRC are entitled to participate in various government-supervised housing funds, medical insurances and other social insurance plan. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees, subject to certain ceiling. The Group’s liability in respect of these funds is limited to the contributions payable in each year. Contributions to the housing funds, medical insurances and other social insurances are expensed as incurred.

(c) Bonus entitlements The expected cost of bonus payments is recognized as a liability when the Group has a present contractual or constructive obligation as a result of services rendered by employees and a reliable estimate of the obligation can be made.

(d) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated balance sheets.

2.17 Share-based payments The Group operates an equity-settled share-based compensation plan, under which the entity receives services from eligible employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of equity instruments is recognized as an expense on the consolidated statements. The total amount to be expensed is determined by reference to the fair value of the equity instruments granted: Š including any market performance conditions; Š excluding the impact of any service and non-market performance vesting conditions; Š including the impact of any non-vesting conditions (for example, the requirement for employees to serve).

At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the non-marketing performance and service conditions. It recognizes the impact of revision to original estimates, if any, in the consolidated statements of comprehensive income, with a corresponding adjustment to equity.

Where there is any modification of terms and conditions which increases the fair value of the equity instruments granted, the Group includes the incremental fair value granted in the measurement of the amount recognized for the services received over the remainder of the vesting period. The incremental fair value is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as of the date of the modification. An expense based on the incremental fair value is recognized over the period from the modification date to the date when the modified equity instruments vest in addition to any amount in respect of the original instrument, which should continue to be recognized over the remainder of the original vesting period.

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2.18 Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for further operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

2.19 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied or services provided, stated net of discounts and the relevant value added taxes and related surcharges.

Revenue is recognized when or as the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point of time.

The Group satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is met:

Š when the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;

Š when the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced;

Š when the Group’s performance does not create an asset with an alternate use to the Group and the Group has an enforceable right to payment for performance completed to date.

If none of the above conditions are met, the Group recognizes revenue at a single point in time at which the performance obligation is satisfied for the sale of that good or service when control has been passed.

If control of the product or service transfers over time, revenue is recognized over the period of the contract by measuring the progress towards complete satisfaction of that performance obligation.

(a) Power bank sharing services The Group recognizes revenue generated from power bank sharing business over the accounting period in which power bank sharing services are rendered, the price of which is based on the thirty-minute fee rate or sixty-minute fee rate determined by the Group and the period of time for which the customers use the power banks. A deposit is generally required for each order placed by the users except for those who have qualified credit scores, assessed by payment portals such as WeChat or Alipay.

(b) Sale of power banks The Group generates revenue from sale of power banks when the customers purchase power banks. Revenue is recognized at a point in time when the control of power banks is transferred to the customers.

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(c) Advertising The Group generates advertising revenue primarily from advertising via displaying advertisements on mobile device applications, cabinets, etc. The Group recognizes the revenue when the advertising services are rendered.

(d) Contract liabilities A contract liability is recorded when the Group’s obligation to transfer services to a customer has not yet occurred but for which the Group has received consideration from the customer. The Group presents such advances from customers as contract liabilities on the consolidated balance sheets.

2.20 Interest income Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets.

Interest income is presented as finance income where it is earned from financial assets that are held for cash management purposes, see Note 11 for details.

2.21 Earnings per share (a) Basic earnings per share Basic earnings per share is calculated by dividing: Š the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares Š by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.

(b) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: Š the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and Š the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

2.22 Leases The Group leases properties as lessee. Rental contracts are typically made for fixed periods of 1 to 3 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

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Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: Š fixed payments (including in-substance fixed payments), less any lease incentives receivable Š variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date Š amounts expected to be payable by the lessee under residual value guarantees Š the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and Š payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group’s incremental borrowing rate.

Right-of-use assets are measured at cost comprising the following: Š the amount of the initial measurement of lease liability Š any lease payments made at or before the commencement date less any lease incentives received Š any initial direct costs, and Š restoration costs.

Extension and termination options are included in a number of property leases across the Group. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

Payments associated with short-term leases are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less and leases with a remaining term of 12 months or less as of the date of initial adoption of IFRS 16.

The right-of-use assets are presented in Note 16. The lease liabilities are presented separately in Note 16.

2.23 Government grants Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

3 Financial risk management

3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including cash flow and fair value interest rate risk), credit risk and liquidity risk. The overall risk management program of the Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance of the Group.

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(a) Market risk

Cash flow and fair value interest rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group has no significant interest-bearing assets and liabilities, except for lease liabilities (Note 16) and deposits held at bank and other financial institutions (Note 22). Those carried at floating rates expose the Group to cash flow interest rate risk whereas those carried at fixed rates expose the Group to fair value interest rate risk.

Management does not anticipate significant impact to interest-bearing assets resulted from the changes in interest rates, because the interest rates of bank deposits are not expected to change significantly.

(b) Credit risk

(i) Risk management Credit risk mainly arises from cash and cash equivalents, restricted cash, trade receivables and other receivables. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the consolidated balance sheet.

The Group expects that there is no significant credit risk associated with cash and cash equivalents and restricted cash since they are held at state-owned banks or reputable commercial banks and other high-credit- quality financial institutions. Management does not expect that there will be any significant losses from non-performance by these counterparties, therefor the expected credit loss for cash and cash equivalents, restricted cash and financial assets at fiar value through profit or loss is minimal. The Group has no policy to limit the amount of credit exposure to any financial institutions.

The Group has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.

For trade and other receivables, the management of the Group has monitoring procedures to ensure that follow-up action is taken to recover overdue debts. The Group generally requires a deposit from each user except for those who have qualified credit scores assessed by payment portals such as WeChat or Alipay. In addition, the Group reviews the recoverability of these receivables at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced.

(ii) Impairment of financial assets

The Group has two types of assets that are subject to the expected credit loss model: Š Trade receivables Š Other financial assets carried at amortised cost While cash and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, the identified impairment loss was nil.

Trade receivables The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

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Expected credit losses are also estimated by grouping the receivables based on shared credit risk characteristics and collectively assessed for likelihood of recovery, taking into account the nature of the customer and its ageing category, and applying the expected credit loss rates to the respective gross carrying amounts of the receivables.

Individually impaired trade receivables is related to customer who is experiencing unexpected economic difficulties. The Group expects that the entire amounts of the receivables will have difficulty to be recovered and has recognised impairment losses. As of December 31, 2018, 2019 and 2020, no trade receivable has been individually impaired.

The expected loss rates are based on the payment profiles of sales and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the gross domestic product index (“GDP”) of the PRC in which they provide its services to be the most relevant factors, and accordingly adjust the historical loss rate based on expected changes in these factors.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery includes, amongst other, the failure of a debtor to engage in a repayment plan within the Group.

Impairment losses on trade receivables are presented as net impairment losses within operating expenses. Subsequent recoveries of amounts previously written off are credited against the same line item.

Within 3 4-6 7-12 Over 12 months months months months Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2018 Gross carrying amount...... 1,684 427 30 11 2,152 Expected loss rate ...... 12.95% 55.04% 66.67% 100.00% 22.49% Loss allowance...... 218 235 20 11 484

Within 3 4-6 7-12 Over 12 months months months months Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2019 Gross carrying amount...... 4,088 4,237 2,427 559 11,311 Expected loss rate ...... 18.84% 21.90% 53.40% 100.00% 31.41% Loss allowance...... 770 928 1,296 559 3,553

Within 3 4-6 7-12 Over 12 months months months months Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2020 Gross carrying amount...... 4,259 665 1,025 1,851 7,800 Expected loss rate ...... 12.87% 56.39% 82.24% 100.00% 46.37% Loss allowance...... 548 375 843 1,851 3,617

The Group assesses the credit quality of its customers by taking into account various factors including their financial position, past experience and other factors. Individual risk limits are set based on internal or external

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Other financial assets at amortized cost Other financial assets at amortized cost mainly represented other receivables.

Other receivables mainly included deposits and others. They are closely monitored for recoverability and collectability and the Group maintains close communications with the counterparties. Based on historical experience, the associated credit risk is minimal. Management considered that the identified impairment loss under expected credit loss model was immaterial. The loss allowance for other receivables as at December 31, 2018, 2019 and 2020 reconciles to the opening loss allowance as follows:

Allowance RMB’000

Opening loss allowance as at January 1, 2018 ...... — Increase in the allowance recognised in profit or loss during the period ...... 19 Closing loss allowance as at December 31, 2018 ...... 19 Opening loss allowance as at January 1, 2019 ...... 19 Increase in the allowance recognised in profit or loss during the period ...... 199 Closing loss allowance as at December 31, 2019 ...... 218 Opening loss allowance as at January 1, 2020 ...... 218 Increase in the allowance recognised in profit or loss during the period ...... 147 Closing loss allowance as at December 31, 2020 ...... 365

Net impairment losses on financial assets recognised in profit or loss During the year, the following losses were recognised in profit or loss in relation to impaired financial assets:

2018 2019 2020 RMB’000 RMB’000 RMB’000

Impairment losses Movement in loss allowance for trade receivables ...... (477) (3,089) (1,721) Impairment losses on other financial assets...... (19) (199) (147) Reversal of previous impairment losses ...... — 20 1,657 Impairment losses on financial assets at amortised cost ...... (496) (3,268) (211)

(c) Liquidity risk The Group aims to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, the policy of the Group is to regularly monitor the Group’s liquidity risk and to maintain adequate cash and cash equivalents to meet the Group’s liquidity requirements.

The table below analyses the Group’s non-derivative financial liabilities that will be settled into relevant maturity Grouping based on the remaining period at each balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

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The following table presents the Group’s contractual maturities of financial liabilities at December 31, 2018:

Between Less than 1 and 2 Over 2 1 year years years Total RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2018 Trade and bills payables ...... 238,060 — — 238,060 Accrual and other payables, excluding accruals for employee benefits and other taxes payable...... 237,296 — — 237,296 Lease liabilities, including interest payments ...... 809 434 — 1,243 476,165 434 — 476,599

The following table presents the Group’s contractual maturities of financial liabilities at December 31, 2019:

Between Less than 1 and 2 Over 2 1 year years years Total RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2019 Trade and bills payables...... 748,929 — — 748,929 Accrual and other payables, excluding accruals for employee benefits and other taxes payable ...... 304,814 — — 304,814 Lease liabilities, including interest payments...... 4,648 1,744 — 6,392 1,058,391 1,744 — 1,060,135

The following table presents the Group’s contractual maturities of financial liabilities at December 31, 2020:

Less than Between Over 2 1 year 1 and 2 years years Total RMB’000 RMB’000 RMB’000 RMB’000

At December 31, 2020 Trade and bills payables ...... 824,006 — — 824,006 Accrual and other payables, excluding accruals for employee benefits and other taxes payable ...... 301,535 — — 301,535 Lease liabilities, including interest payments...... 3,239 282 — 3,521 1,128,780 282 — 1,129,062

3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for equity holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

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The Group monitors capital (including paid-in capital and capital reserve and other reserves on an as-if-converted basis) by regularly reviewing the capital structure. As a part of this review, the Company considers the cost of capital and the risks associated with the issued paid-in capital. In the opinion of the directors of the Company, the Group’s capital risk is low.

The Group monitors capital on the basis of the asset-liability ratio. This ratio is calculated as total liabilities divided by total assets. As at December 31, 2018, 2019 and 2020, asset-liability ratio of the Group is as follows:

As at December 31, 2018 2019 2020

Asset-liability ratio...... 68% 74% 67%

3.3 Fair value estimation

(a) Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

Level 1: The fair value of financial instruments traded in active markets is based on quoted market at each of the reporting dates. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. Specific valuation techniques used to value financial instruments include: Š Quoted market prices or dealer quotes for similar instruments; and Š Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

The fair value of the financial assets which are measured at amortized cost, approximate their carrying amount as of December 31, 2018, 2019 and 2020.

The following table presents the Group’s assets that were measured at fair value at December 31, 2018:

Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000

Assets: Financial assets at fair value through profit or loss - Wealth management products ...... — — 129,957 129,957

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The following table presents the Group’s assets that were measured at fair value at December 31, 2019:

Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000

Assets: Financial assets at fair value through profit or loss - Wealth management products ...... — — 599,288 599,288 - Investments in an unlisted company (i)...... — — 5,000 5,000 — — 604,288 604,288

The following table presents the Group’s assets that were measured at fair value at December 31, 2020:

Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000

Assets: Financial assets at fair value through profit or loss - Wealth management products ...... — — 254,946 254,946 - Investments in an unlisted company (i)...... — — 5,000 5,000 — — 259,946 259,946

(i) In 2019, the Group purchased 5% equity interest of an unlisted PRC company. The investment was designated as fair value through profit or loss upon initial recognition and is subsequently managed and measured on a fair value basis.

The Group’s policy was to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the Track Record Period.

(b) The following table presents the changes in level 3 instruments for the years ended December 31, 2018, 2019 and 2020:

Wealth management products RMB’000

Opening balance as at January 1, 2018 ...... 40,099 Acquisitions ...... 128,900 Redemption ...... (41,275) Gains recognised in the consolidated statements of comprehensive income* ...... 2,233 Closing balance as at December 31, 2018 ...... 129,957

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Investments in Wealth an unlisted management company products Total RMB’000 RMB’000 RMB’000

Opening balance as at January 1, 2019 ...... — 129,957 129,957 Acquisitions ...... 5,000 849,350 854,350 Redemption ...... — (388,586) (388,586) Gains recognised in the consolidated statements of comprehensive income* ...... — 8,567 8,567 Closing balance as at December 31, 2019 ...... 5,000 599,288 604,288 Acquisitions ...... — 2,837,000 2,837,000 Redemption ...... — (3,194,869) (3,194,869) Gains recognised in the consolidated statements of comprehensive income* ...... — 13,527 13,527 Closing balance as at December 31, 2020 ...... 5,000 254,946 259,946 *includes unrealised gains recognised in the consolidated statements of comprehensive income attributable to balances held at the end of the reporting period 2018 ...... — 1,057 1,057 2019 ...... — 3,538 3,538 2020 ...... — 146 146

(c) Valuation techniques used to determine fair value The Group has a team that manages the valuation of level 3 instruments for financial reporting purposes. The team manages the valuation exercise of the investments on a case by case basis. At least once a year, the team uses valuation techniques to determine the fair value of the Group’s level 3 instruments. External valuation experts will be involved when necessary.

As these instruments are not traded in an active market, their fair values have been determined by using various applicable valuation techniques, including: Š the latest round financing, i.e. the prior transaction price or the third-party pricing information; Š discounted cash flow model and unobservable inputs mainly including assumptions of expected future cash flows and discount rate; and Š earnings growth factor for wealth management products: these are estimated based on market information for similar types of companies and products.

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Quantitative information about fair value measurements using significant unobservable inputs (level 3) as at December 31, 2018, 2019 and 2020 are as below:

Relationship of unobservable Fair value Valuation Unobservable input to fair (RMB’000) technique(s) input Range value At December 31, 2018 Expected Discounted return rate 2.70%- Positive - Wealth management products...... 129,957 cash flow per annum 4.40% correlation At December 31, 2019 Expected Discounted return rate 2.00%- Positive - Wealth management products...... 599,288 cash flow per annum 3.80% correlation Latest Prior round transaction Positive - Investments in an unlisted company...... 5,000 financing price N/A correlation At December 31, 2020 Expected Discounted return rate 2.77%- Positive - Wealth management products...... 254,946 cash flow per annum 3.30% correlation Latest Prior round transaction Positive - Investments in an unlisted company...... 5,000 financing price N/A correlation

If the fair value of the Group’s fianancial assets at fair value through profit or loss had been 10% higher/ lower, the loss before income tax for the year ended December 31, 2018 would have been RMB12,996,000 lower/higher, the profit before income tax for the year ended December 31, 2019 would have been RMB60,429,000 higher/lower and the loss before income tax for the year ended December 31, 2020 would have been RMB25,995,000 lower/higher.

There were no changes in valuation techniques during the Track Record Period.

4 Critical accounting estimates and judgements The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group’s accounting policies.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(a) Estimated useful lives and residual value of property, plant and equipment The Group’s management determines the estimated useful lives, residual values and related depreciation charges for its property, plant and equipment. The estimates are based on the historical experience of the actual useful lives and residual values of similar nature and functions. Management will increase the depreciation charges where useful lives are less than previously estimated lives or residual values are less than previously estimated values. Actual economic lives and residual values may differ from estimated useful lives and residual values. Periodic review could result in a change in depreciable and amortisable lives and residual values, which therefore affect the depreciation and amortisation charges in future periods.

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(b) Current and deferred income tax The Group is subject to corporate income taxes in the PRC. Judgement is required in determining the amount of the provision for taxation and the timing of payment of the related taxations. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.

Deferred income tax assets relating to certain temporary differences and tax losses are recognised when management considers to be probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. The outcome of their actual utilisation may be different.

Certain subsidiaries of the Group were each entitled to a preferential enterprise income tax rate for a specified period subject to certain conditions. Management generally applies the applicable preferential tax rate to calculate current income tax and deferred income tax on the assumption that the subsidiaries will continue to meet the conditions and qualify for the preferential treatment as evidenced by past records. The consequence of any failure to meet the conditions and any change in the applicable tax rate is adjusted in the year when the information becomes known.

(c) Provision for expected credit losses of trade and other receivables The Group makes provision for expected credit losses of trade and other receivables based on assumptions about risk of default and expected loss rates.

In making the judgement, management considers available reasonable and supportive forward-looking information such as actual or expected significant changes in the operating results of customers or other creditors, actual or expected significant adverse changes in business and customers or other creditors’ financial position, including the economic impact of the unprecedented COVID-19 pandemic on the customers or other creditors and the regions in which they operate, at the end of each reporting period.

Where the expectation is different from the original estimate, such difference will impact the carrying amount of trade and other receivables and doubtful debt expenses in the periods in which such estimate has been changed.

The details of trade receivable and other receivables of the Group as at December 31, 2018, 2019 and 2020 are disclosed in Note 19 and Note 20.

(d) Share-based payment As mentioned in Note 25, the Group has granted share options to its key employees. For share options, the directors have used the binomial option-pricing model to determine the total fair value of the options granted to employees, which is to be expensed over the vesting period. Significant estimate on assumptions, such as the underlying equity value, risk-free interest rate, expected volatility and dividend yield, is required to be made by the directors in applying the binomial option-pricing model.

5 Segment information Management determines the operating segments based on the reports reviewed by the CODM that are used to make strategic decisions. The CODM, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the executive directors of the Group.

During the Track Record Period, the Group is principally engaged in the operation of power bank sharing business. Management reviews the operating results of the business as one operating segment to make decisions about resources to be allocated. Therefore the CODM of the Group regards that there is only one segment which is used to make decisions.

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The Group’s principal market is the PRC. Accordingly, no geographical information is presented, the Group’s assets were located in the PRC as at December 31, 2018, 2019 and 2020.

6 Revenue

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Revenue from contracts with Customers: - Power bank sharing business ...... 414,155 1,617,026 1,858,829 - Power bank sales...... — 7,657 38,833 - Advertising ...... 7,850 11,148 13,623 - Others ...... 1,351 282 53 423,356 1,636,113 1,911,338

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Timing of revenue recognition: - Over time ...... 423,356 1,628,456 1,872,505 - At point in time...... — 7,657 38,833 423,356 1,636,113 1,911,338

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Method of Revenue Recognition: - Gross basis ...... 423,356 1,636,113 1,911,338

For the years ended December 31, 2018, 2019 and 2020, the Group has a large number of customers, none of whom contribute 10% or more of the Group’s revenue.

(a) Contract liabilities The Group has recognized the following revenue-related contract liabilities:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Power bank sharing business...... 496 908 1,539 Advertising ...... 414 407 1,158 910 1,315 2,697

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The Company has recognized the following revenue-related contract liabilities:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Power bank sharing business...... 496 908 915 Advertising ...... 129 — — 625 908 915

(i) Changes in contract liabilities Contract liabilities of the Group mainly arise from the advance payments made by customers while the services are yet to be delivered. The increase in contract liabilities was mainly due to the expansion of business.

(ii) Revenue recognised in relation to contract The following table shows how much of the revenue recognized in the current reporting period relates to carried-forward contract liabilities.

The Group

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Revenue recognized that was included in the balance of contract liabilities at the beginning of the year Power bank sharing business...... — 496 908 Advertising ...... — 414 407 — 910 1,315

The Company

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000 Revenue recognized that was included in the balance of contract liabilities at the beginning of the year Power bank sharing business...... — 496 908 Advertising ...... — 129 — — 625 908

(iii) Unsatisfied performance obligation The Group has elected the practical expedient for not to disclose the remaining performance obligations because the performance obligation is part of a contract that has an original expected duration of one year or less.

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7 Other income

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000 Additional deduction of value-added input tax ...... — 8,613 12,911 Government grants(a) ...... — — 4,256 Others ...... 6 854 312 6 9,467 17,479

(a) The government grants mainly represent financial subsidies granted by local government. These grants are recognised in the statement of comprehensive income upon receipt. There are no unfulfilled conditions or other contingencies attached to these grants.

8 Other gains/(losses), net

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000 Gain from changes in fair value of financial assets at fair value through profit or loss...... 2,233 8,567 13,527 Quality compensation from suppliers...... — 1,500 6,228 Losses on disposal of property, plant and equipment, net...... (7,488) (431) (2,218) Others ...... — (138) (101) (5,255) 9,498 17,436

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9 Expenses by nature

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Commission fees (a) ...... 100,256 574,268 710,463 Employee benefits expenses (Note 10) ...... 194,083 445,768 573,449 Entrance fees (b) ...... 4,253 140,872 302,174 Depreciation of property, plant and equipment (Note 15) ...... 104,652 145,261 275,462 Service charges from third party platforms ...... 7,893 33,895 54,961 Write-down of property, plant and equipment (Note 15) ...... 33,066 57,556 59,745 Rental expenses ...... 7,489 15,465 20,242 Travel and transportation expenses ...... 7,454 21,579 19,299 Information technology service fees...... 3,258 7,196 12,690 Professional service fees...... 1,140 5,984 10,797 Administrative and office expenses...... 4,111 9,451 10,743 Cost of power banks sold (Note 15) ...... — 3,020 9,356 Marketing and advertising expenses...... 1,732 6,083 7,976 Depreciation of right-of-use assets (Note 16) ...... 550 2,167 6,136 Other taxes ...... 116 342 2,288 Amortisation of intangible assets (Note 17) ...... 4 363 838 Auditors’ remuneration - Audit services ...... 137 — 57 - Non-audit services ...... — — — Impairment of investment in an associate (Note 18) ...... — 4,192 — Others ...... 1,587 4,898 6,046 Total cost of revenue, distribution and marketing expenses, general and administrative expenses and research and development expenses ...... 471,781 1,478,360 2,082,722

(a) Commission fees mainly represented the amounts made to the location partners and network partners, which were calculated and expensed based on certain percentanges of revenue generated by the cabinets placed at their locations. (b) Entrance fees mainly represented the fixed payment made to the location partners for placement of the Group’s power banks, cabinets and carriers. Entrance fees were amortized on a straight-line basis over the contractual period with location partners during which the equipment are placed in their venues. Entrance fees were accrued based on the actual period of equipment placement if the payments had not been made.

10 Employee benefits expenses

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Wages, salaries and bonuses ...... 161,884 369,381 495,785 Pension, social security costs, housing benefits and other employee benefits (a)...... 23,184 55,821 47,692 Share-based compensation expenses (Note 25) ...... 7,006 16,873 27,640 Other employee welfare ...... 2,009 3,693 2,332 194,083 445,768 573,449

(a) The employees of the Group in the PRC are required to participate in a defined contribution retirement scheme administrated and operated by the local municipal governments. The Group’s PRC subsidiaries contributes funds which are calculated on certain percentage of the employee salary to the scheme to fund the retirement benefits of the employees.

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According to policies issued by the Ministry of Human Resources and Social Security and local municipal departments, affected by Coronavirus Disease 2019 (COVID-19), social security relief policies have been successively implemented by local authorities. As such, the social insurance expenses for the period from February to June 2020 have been reduced or exempted accordingly.

(b) Five highest paid individuals During the years ended December 31, 2018, 2019 and 2020, the five individuals whose emoluments were the highest in the Group included 1, 1 and 2 directors, respectively, whose emoluments are reflected in the analysis presented in Note 10(c). The emoluments payable to the remaining 4, 4 and 3 individuals for the years ended December 31, 2018, 2019 and 2020 respectively are as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Wages, salaries and bonuses ...... 2,439 3,780 2,669 Pension, social security costs, housing benefits and other employee benefits ...... 176 217 129 Share-based compensation expenses...... 749 8,018 4,920 3,364 12,015 7,718

The number of highest paid individuals whose remunerations for each year fell within the following band is as follows:

Year ended December 31, 2018 2019 2020

Emolument bands(in Hong Kong Dollar, “HKD”) ...... HKD500,001 – HKD1,000,000 ...... 2 — — HKD1,000,001 – HKD1,500,000 ...... 2 2 — HKD1,500,001 – HKD2,000,000 ...... — — 2 HKD2,500,001 – HKD3,000,000 ...... — 1 — HKD5,000,001 – HKD5,500,000 ...... — — 1 HKD8,000,001 – HKD8,500,000 ...... — 1 — 443

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(c) Benefits and interests of directors The remuneration of each director paid or payable for the years ended December 31, 2018, 2019 and 2020 respectively is set out below:

Pension, social security costs, housing benefits and Share-based Wages and Discretionary other employee compensation salaries bonus benefits expenses Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

For the year ended December 31, 2018 Chairman Mr. Tang Yongbo ...... 818 — 41 — 859 Executive Directors Ms. Jiang Jinjing(i)...... 164 — 41 331 536 Non-executive Directors Mr. Xia Yao(i) ...... — — — — — Mr. Shao Jun...... — — — — — Mr. Zhu Xiaohu ...... — — — — —

Pension, social security costs, housing benefits and Share-based Wages and Discretionary other employee compensation salaries bonus benefits expenses Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

For the year ended December 31, 2019 Chairman Mr. Tang Yongbo ...... 1,283 — 42 — 1,325 Executive Directors Ms. Jiang Jinjing(i)...... 226 — 20 141 387 Non-executive Directors Mr. Xia Yao(i) ...... — — — — — Mr. Shao Jun...... — — — — — Mr. Zhu Xiaohu ...... — — — — —

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Pension, social security costs, housing benefits and Share-based Wages and Discretionary other employee compensation salaries bonus benefits expenses Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

For the year ended December 31, 2020 Chairman Mr. Tang Yongbo ...... 1,298 — 42 — 1,340 Executive Directors Ms. Ning Jiuyun(ii) ...... 1,302 — 68 9,219 10,589 Mr. Lu Yufeng(ii) ...... 912 — 42 1,090 2,044 Ms. Yuan Xinmei(ii)...... 1,042 — 42 — 1,084 Mr. Huang Qiaoling(ii) ...... 871 — 42 — 913 Ms. Jiang Jinjing(i)...... 742 — 42 64 848 Non-executive Directors Mr. Xia Yao(i) ...... — — — — — Mr. Shao Jun...... — — — — — Mr. Zhu Xiaohu ...... — — — — — Independent Non-executive Directors Ms. Zhang Aizhu(ii) ...... 40 — — — 40 Mr. Lu Qing(ii)...... 40 — — — 40 Mr. Wang Gang(iii) ...... 27 — — — 27

(i) Ms. Jiang Jinjing and Mr. Xia Yao were appointed as directors since February 13, 2018. (ii) Ms. Ning Jiuyun, Mr. Lu Yufeng, Ms. Yuan Xinmei, Mr. Huang Qiaoling, Ms. Zhang Aizhu, and Mr. Lu Qing were appointed as directors since June 24, 2020. (iii) Mr. Wang Gang was appointed as director since August 31, 2020. (d) Directors’ retirement benefits None of the directors received or will receive any retirement benefits during the Track Record Period. (e) Directors’ termination benefits None of the directors received or will receive any termination benefits during the Track Record Period. (f) Consideration provided to third parties for making available directors’ services During the Track Record Period, the Company did not pay consideration to any third parties for making available directors’ services. (g) Information about loans, quasi-loans and other dealings in favor of directors, bodies corporate controlled by or entities connected with directors There were no loans, quasi-loans and other dealings in favor of directors, controlled bodies corporate by and connected entities with such directors during the Track Record Period. (h) Directors’ material interests in transactions, arrangements or contracts No significant transactions, arrangements and contracts in relation to the Group’s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the Track Record Period.

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11 Finance income, net

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Finance income: Interest income from bank deposits ...... 2,495 4,374 2,526 Finance costs: Interest expenses on lease liabilities ...... (45) (109) (258) Finance income, net...... 2,450 4,265 2,268

12 Income tax expense

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Current income tax - PRC corporate income tax ...... — — — Deferred income tax (Note 29) ...... (15,637) 39,552 (30,268) (15,637) 39,552 (30,268)

A reconciliation of the expected income tax calculated at the applicable tax rate and loss before income tax, with the actual income tax is as follow:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Profit/(Loss) before income tax ...... (51,720) 176,907 (134,412) Tax calculated at PRC statutory income tax rate of 25% ...... (12,930) 44,227 (33,603) Tax effects of: – Preferential income tax rates applicable to the Company and a subsidiary (a)...... — (13,834) 12,621 – Effect of changes in income tax rates applicable to the Company and a subsidiary ...... — 16,577 (1,399) – Expenses not deductible for tax purposes ...... 2,897 6,473 4,246 – Super deduction for research and development expenses (b) ...... (5,604) (13,891) (12,133) Income tax expense...... (15,637) 39,552 (30,268)

(a) PRC corporate income tax Pursuant to the PRC Corporate Income Tax Law and the respective regulations (the “CIT Law”), the general corporate income tax rate in the PRC is 25%. The Company was approved as High and New Technology Enterprise in the PRC in 2019, and was entitled to a preferential income tax rate of 15% from 2019 to 2021. A subsidiary of the Group was approved as High and New Technology Enterprise in the PRC in 2020, and was entitled to a preferential income tax rate of 15% from 2020 to 2022.

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(b) Super Deduction for research and development expenses According to the relevant laws and regulations promulgated by the State Council of the PRC that was effective from 2018 to 2020, enterprises engaging in research and development activities are entitled to claim 175% of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”). The Group has made its best estimate for the Super Deduction to be claimed for the Group’s entities in ascertaining their assessable profits during the Track Record Period.

13 Earnings/(Losses) per share In June 2020, the Company was converted to a joint stock limited liability company and total 60,000,000 ordinary shares with nominal value of RMB1.00 each were issued and allotted to the then respective equity holders of the Company according to the paid-in capital registered under these equity holders on that day. The conversion (Note 23) to ordinary shares with nominal value of RMB1.00 each issued after the conversion is applied retrospectively for the years ended December 31, 2018, 2019 and 2020 for the purpose of computation of basic and diluted earnings/(losses) per share.

(a) Basic The basic earnings/(losses) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average number of ordinary shares issued during the three years ended December 31, 2018, 2019 and 2020.

Year ended December 31, 2018 2019 2020

Profit/(Loss) attributable to equity holders of the Company (RMB) ...... (36,083,000) 137,355,000 (104,144,000) Weighted average number of ordinary shares in issue ...... 60,000,000 60,000,000 60,097,733 Basic earnings per share (RMB per share) ...... (0.60) 2.29 (1.73)

(b) Diluted Diluted earnings/(losses) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

Year ended December 31, 2018 2019 2020

Profit/(Loss) attributable to equity holders of the Company (RMB) ...... (36,083,000) 137,355,000 (104,144,000) Weighted average number of ordinary shares in issue ...... 60,000,000 60,000,000 60,097,733 Adjustment for share options ...... — 1,661,617 — Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share...... 60,000,000 61,661,617 60,097,733 Diluted earnings per share (RMB per share) ...... (0.60) 2.23 (1.73)

The share options granted to the employees by the Group are potential ordinary shares. During the years ended December 31, 2018 and 2020, the share options to employees were anti-dilutive due to their conversion to ordinary shares would decrease the losses per share.

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14 Subsidiaries The following is a list of the subsidiaries of the Group as at December 31, 2018, 2019 and 2020:

Attributable equity interest of the Place and date of Group incorporation / As at the Principal establishment and Registered/ As at date of activities and kind of legal Paid-in December 31, this place of Company Name entity capital 2018 2019 2020 report operation Note Hangzhou Hangzhou, RMB 100%/ 100%/ 100%/ 100%/ Power (i) Youdian the PRC, 10,000,000/ direct direct direct direct banks Technology 5 February Nil sharing Co., Ltd.* 2018, limited business, (“Hangzhou liability the PRC Youdian”) company 杭州友電科技 有限公司

Hangzhou Hangzhou, RMB N/A N/A 100%/ 100%/ Software (ii) Mange the PRC, 10,000,000/ direct direct and Network 3 April 2020, Nil information Technology limited technology Co., Ltd.* liability service, the 杭州滿格網絡 company PRC 科技有限公 司

Hangzhou Hangzhou, RMB N/A N/A 100%/ 100%/ Internet (ii), (iii) Udian the PRC, 1,000,000/ direct direct and related Technology September 29, Nil service, the Co., Ltd.* 2017, limited PRC 杭州有電科技 liability 有限公司(a) company

Xiamen Xiamen, the RMB N/A N/A 100%/ 100%/ Internet (ii) Xpower PRC, June 10, 3,000,000/ direct direct and related Technology 2020, limited RMB service, the Co., Ltd.* liability 3,000,000 PRC 廈門小電科技 company 有限公司

* The English name of the subsidiaries represents the best effort by the management of the Group in translating their Chinese names as they do not have an official English name. (i) The statutory financial statements of the subsidiary for the years ended December 31, 2018 and 2019 were prepared in accordance with Chinese accounting standards and audited by Zhejiang Zhongzi Certified Public Accountants Co., Ltd. The statutory financial statements of the subsidiary for the year ended December 31, 2020 have not yet been issued as of the date of this report. (ii) No statutory audited financial statements were issued for these companies as they are either newly incorporated or not required to issue audited financial statements under the statutory requirement of their respective place of incorporation. (iii) On April 21, 2020, the Company acquired 100% equity interests of Hangzhou Udian Technology Co., Ltd. from Mr. Tang Yongbo and two other individual shareholders at nil consideration. As at December 31, 2020, Hangzhou Udian Technology Co., Ltd. has not yet carried out any substantial operation.

—I-39— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

15 Property, plant and equipment The Group

Desktop Vehicle, office Power Cabinets and charging and other banks other carriers equipment equipment Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At January 1, 2018 Cost ...... 4,654 7,438 103,355 3,731 119,178 Accumulated depreciation ...... (552) (1,074) (23,133) (685) (25,444) Net book amount ...... 4,102 6,364 80,222 3,046 93,734 Year ended December 31, 2018 Opening net book amount ...... 4,102 6,364 80,222 3,046 93,734 Additions...... 58,652 120,295 20,226 319 199,492 Depreciation charge (Note 9) ...... (8,729) (16,964) (77,387) (1,572) (104,652) Write-down (Note 9)...... (14,343) (3,220) (15,503) — (33,066) Disposals ...... — (1,374) (6,189) — (7,563) Closing net book amount ...... 39,682 105,101 1,369 1,793 147,945 At December 31, 2018 Cost ...... 46,285 120,340 68,440 4,050 239,115 Accumulated depreciation ...... (6,603) (14,887) (62,855) (2,257) (86,602) Accumulated impairment ...... — (352) (4,216) — (4,568) Net book amount ...... 39,682 105,101 1,369 1,793 147,945 Year ended December 31, 2019 Opening net book amount ...... 39,682 105,101 1,369 1,793 147,945 Additions...... 256,222 325,132 74 1,885 583,313 Depreciation charge (Note 9) ...... (64,474) (79,616) — (1,171) (145,261) Power banks sold (Note 9) ...... (3,020) — — — (3,020) Write-down (Note 9)...... (45,528) (11,955) (73) — (57,556) Disposals ...... (25) (233) (1,153) (1,411) Closing net book amount ...... 182,857 338,429 217 2,507 524,010 At December 31, 2019 Cost ...... 239,907 430,485 10,841 5,935 687,168 Accumulated depreciation ...... (55,135) (91,471) (8,848) (3,428) (158,882) Accumulated impairment ...... (1,915) (585) (1,776) — (4,276) Net book amount ...... 182,857 338,429 217 2,507 524,010

—I-40— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

The Group Desktop Vehicle, office Power Cabinets and charging and other banks other carriers equipment equipment Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Year ended December 31, 2020 Opening net book amount ...... 182,857 338,429 217 2,507 524,010 Additions ...... 221,084 208,220 — 516 429,820 Depreciation charge (Note 9) ...... (122,764) (151,541) — (1,157) (275,462) Power banks sold (Note 9)...... (9,356) — — — (9,356) Write-down (Note 9) ...... (45,209) (14,536) — — (59,745) Disposals ...... (693) (2,026) (217) (116) (3,052) Closing net book amount ...... 225,919 378,546 — 1,750 606,215 At December 31, 2020 Cost ...... 353,020 605,723 — 6,115 964,858 Accumulated depreciation ...... (125,049) (226,878) — (4,365) (356,292) Accumulated impairment ...... (2,052) (299) — — (2,351) Net book amount ...... 225,919 378,546 — 1,750 606,215

Depreciation expenses that have been charged to the consolidated statements of comprehensive income are as follows: Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cost of revenue ...... 104,079 144,768 274,711 Distribution and marketing expenses ...... 159 234 238 General and administrative expenses ...... 56 236 463 Research and development expenses ...... 358 23 50 104,652 145,261 275,462

The Company Desktop Vehicle, office Power Cabinets and charging and other banks other carriers equipment equipment Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At January 1, 2018 Cost ...... 4,654 7,438 103,355 3,731 119,178 Accumulated depreciation ...... (552) (1,074) (23,133) (685) (25,444) Net book amount ...... 4,102 6,364 80,222 3,046 93,734 Year ended December 31, 2018 Opening net book amount ...... 4,102 6,364 80,222 3,046 93,734 Additions ...... 58,652 120,295 20,226 319 199,492 Depreciation charge ...... (8,729) (16,964) (77,387) (1,572) (104,652) Write-down ...... (14,343) (3,220) (15,503) — (33,066) Disposals ...... — (1,374) (6,189) — (7,563) Closing net book amount ...... 39,682 105,101 1,369 1,793 147,945

—I-41— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Desktop Vehicle, office Power Cabinets and charging and other banks other carriers equipment equipment Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At December 31, 2018 Cost ...... 46,285 120,340 68,440 4,050 239,115 Accumulated depreciation ...... (6,603) (14,887) (62,855) (2,257) (86,602) Accumulated impairment ...... — (352) (4,216) — (4,568) Net book amount ...... 39,682 105,101 1,369 1,793 147,945 Year ended December 31, 2019 Opening net book amount ...... 39,682 105,101 1,369 1,793 147,945 Additions...... 65,523 196,536 74 530 262,663 Depreciation charge ...... (35,196) (71,604) — (1,021) (107,821) Power banks sold ...... (1,238) — — — (1,238) Write-down ...... (28,750) (9,642) (73) — (38,465) Disposals ...... (25) — (1,153) — (1,178) Closing net book amount ...... 39,996 220,391 217 1,302 261,906 At December 31, 2019 Cost ...... 73,641 304,624 10,841 4,580 393,686 Accumulated depreciation ...... (31,730) (83,648) (8,848) (3,278) (127,504) Accumulated impairment ...... (1,915) (585) (1,776) — (4,276) Net book amount ...... 39,996 220,391 217 1,302 261,906

Year ended December 31, 2020 Opening net book amount ...... 39,996 220,391 217 1,302 261,906 Additions...... 109,937 92,170 — 242 202,349 Depreciation charge ...... (34,210) (101,031) — (754) (135,995) Power banks sold ...... (3,080) — — — (3,080) Write-down ...... (15,990) (7,172) — — (23,162) Disposals ...... (611) (1,857) (217) (112) (2,797) Closing net book amount ...... 96,042 202,501 — 678 299,221 At December 31, 2020 Cost ...... 141,519 374,225 — 4,492 520,236 Accumulated depreciation ...... (44,878) (171,588) — (3,814) (220,280) Accumulated impairment ...... (599) (136) — — (735) Net book amount ...... 96,042 202,501 — 678 299,221

—I-42— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Depreciation expenses that have been charged to the statements of comprehensive income of the Company are as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cost of revenue ...... 104,079 107,329 135,622 Distribution and marketing expenses ...... 159 234 182 General and administrative expenses ...... 56 235 146 Research and development expenses ...... 358 23 45 104,652 107,821 135,995

16 Leases (a) Amounts recognized in the consolidated balance sheets: The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Right-of-use assets Leased properties (i)...... 1,330 6,940 4,390 Lease liabilities Current ...... 771 4,455 3,170 Non-current ...... 425 1,716 277 1,196 6,171 3,447

The Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Right-of-use assets Leased properties (i)...... 1,330 2,111 1,032 Lease liabilities Current ...... 771 1,719 657 Non-current ...... 425 171 112 1,196 1,890 769

—I-43— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

(i) The Group leases offices and storage units for its own use. Information about lease for which the Group is a lessee is presented as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

At beginning of year Cost ...... — 1,880 9,657 Accumulated depreciation ...... — (550) (2,717) Net book amount...... — 1,330 6,940 Opening net book amount ...... — 1,330 6,940 Additions ...... 1,880 7,777 3,586 Depreciation charge (Note 9) ...... (550) (2,167) (6,136) 1,330 6,940 4,390 At end of year Cost ...... 1,880 9,657 13,243 Accumulated depreciation ...... (550) (2,717) (8,853) Net book amount...... 1,330 6,940 4,390

(i) The Company leases offices and storage units for its own use. Information about lease for which the Company is a lessee is presented as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

At beginning of year Cost ...... — 1,880 4,235 Accumulated depreciation ...... — (550) (2,124) Net book amount...... — 1,330 2,111 Opening net book amount ...... — 1,330 2,111 Additions ...... 1,880 2,355 1,159 Depreciation charge ...... (550) (1,574) (2,238) 1,330 2,111 1,032 At end of year Cost ...... 1,880 4,235 5,394 Accumulated depreciation ...... (550) (2,124) (4,362) Net book amount...... 1,330 2,111 1,032

—I-44— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

(b) Amounts recognized in the consolidated statements of comprehensive income:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Depreciation charges of right-of-use assets (Note 9) ...... 550 2,167 6,136 Expenses relating to short-term leases (included in cost of revenue, distribution and marketing expenses and general and administrative expenses) (Note 9)...... 7,489 15,465 20,242 Interest expenses (Note 11)...... 45 109 258

The total cash outflows for leases in years ended December 31, 2018, 2019 and 2020 were 12,365,000, RMB19,216,000 and RMB 25,753,000 respectively.

17 Intangible assets

The Group

Computer software and royalty RMB’000

Year ended December 31, 2018 Opening net book amount...... — Additions ...... 69 Amortization charge (Note 9)...... (4) Closing net book amount...... 65 At December 31, 2018 Cost ...... 69 Accumulated amortization ...... (4) Net book amount...... 65 Year ended December 31, 2019 Opening net book amount...... 65 Additions ...... 1,101 Amortization charge (Note 9)...... (363) Closing net book amount...... 803 At December 31, 2019 Cost ...... 1,170 Accumulated amortization ...... (367) Net book amount...... 803 Year ended December 31, 2020 Opening net book amount...... 803 Additions ...... 1,072 Amortization charge (Note 9)...... (838) Closing net book amount...... 1,037 At December 31, 2020 Cost ...... 2,242 Accumulated amortization ...... (1,205) Net book amount...... 1,037

—I-45— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Amortization expenses that have been charged to the consolidated statements of comprehensive income are as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cost of revenue ...... — — 349 General and administrative expenses ...... 4 363 489 4 363 838

The Company

Computer software and royalty RMB’000

Year ended December 31, 2018 Opening net book amount...... — Additions ...... 62 Amortization charge...... (3) Closing net book amount...... 59 At December 31, 2018 Cost ...... 62 Accumulated amortization ...... (3) Net book amount...... 59 Year ended December 31, 2019 Opening net book amount...... 59 Amortization charge...... (6) Closing net book amount...... 53 At December 31, 2019 Cost ...... 62 Accumulated amortization ...... (9) Net book amount...... 53 Year ended December 31, 2020 Opening net book amount...... 53 Amortization charge...... (6) Closing net book amount...... 47 At December 31, 2020 Cost ...... 62 Accumulated amortization ...... (15) Net book amount...... 47

—I-46— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Amortization expenses that have been charged to the consolidated statements of comprehensive income are as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

General and administrative expenses ...... 3 6 6

18 Investments accounted for using equity method

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

At the beginning of the year...... — — — Additions in investment costs...... — 5,000 — Share of loss ...... — (808) — Less: impairment ...... — (4,192) — At the end of the year ...... — — —

The Company invested in a private company with an initial investment cost of RMB5,000,000 in 2019. A full impairment was provided as at December 31, 2019 as the associate was liquidated in March 2020 before carrying out any substantial business. Cash receipt of RMB302,000 was received by the Company upon the liquidation.

19 Trade receivables

The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade receivables -Related parties (Note 32(c)(i)) ...... 21 3,940 771 -Third parties ...... 2,131 7,371 7,029 2,152 11,311 7,800 Provisions for impairment ...... (484) (3,553) (3,617) 1,668 7,758 4,183

The Group’s trade receivables were denominated in RMB and their carrying amounts approximated their fair values.

—I-47— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Aging analysis of trade receivables based on the dates when the trade receivables are recognized is as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Up to 3 months ...... 1,684 4,088 4,259 3 to 6 months ...... 427 4,237 665 6 to 12 months ...... 30 2,427 1,025 Over 12 months...... 11 559 1,851 2,152 11,311 7,800

Impairment of trade receivables The Group applies the IFRS 9 simplified approach to measure expected credit losses, which requires expected lifetime losses to be recognized from initial recognition. The expected loss rates are based on the payment profiles of related customers and the corresponding historical credit losses. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. Details are disclosed in Note 3.1(b).

The movements in provision for impairment of trade receivables are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

As of the beginning of year...... 7 484 3,553 Provisions for impairment ...... 477 3,069 64 As the end of year...... 484 3,553 3,617

The Company As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade receivables -Subsidiary (i) ...... 3,606 28,889 — -Related parties ...... 8 3 12 -Third parties ...... 2,049 4,601 2,831 5,663 33,493 2,843 Provisions for impairment ...... (484) (2,273) (1,719) 5,179 31,220 1,124

(i) Trade receivables due from a subsidiary mainly arise from the technological support service provided to the subsidiary.

The Company’s trade receivables were denominated in RMB and their carrying amounts approximated their fair values.

—I-48— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

Aging analysis of trade receivables based on the dates when the trade receivables are recognized is as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Up to 3 months ...... 5,195 30,500 980 3 to 6 months ...... 427 657 253 6 to 12 months ...... 30 1,777 271 Over 12 months...... 11 559 1,339 5,663 33,493 2,843

The movements in provision for impairment of trade receivables are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

As of the beginning of year...... 7 484 2,273 Provisions for/(Reversal of) impairment...... 477 1,789 (554) As the end of year...... 484 2,273 1,719

20 Prepayments, deposits and other receivables

The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Prepayments - Amounts due from a related party(Note 32(c)(i)) ...... 94 57 106 - Prepayments for purchase of property, plant and equipment ...... 7,398 2,792 — - Prepaid entrance fees...... 9,282 126,472 190,336 - Prepaid commission fees (i) ...... — — 43,793 - Prepaid rentals and service charges ...... 2,894 7,235 14,506 19,668 136,556 248,741 Other receivables - Amounts due from a related party (Note 32(c)(i)) ...... 703 1,078 — - Value-added tax (“VAT”) recoverable ...... 19,044 20,028 33,049 - Deposits...... 1,605 10,016 16,529 - Others ...... 825 166 994 22,177 31,288 50,572 Less: allowance for impairment of other receivables (Note 3.1(b)) ...... (19) (218) (365) Total prepayments, deposits and other receivables ...... 41,826 167,626 298,948 Less: non-current portion ...... (7,398) (2,792) — Current portion ...... 34,428 164,834 298,948

—I-49— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

(i) The amount represented the commission fees prepaid to location partners under the newly launched commission scheme in late 2020.

As at December 31, 2018, 2019 and 2020, the carrying amounts of other receivables were primarily denominated in RMB and approximated their fair values. Other receivables that are measured at amortized costs included receivables due from a related party, deposits and others were considered to be of low credit risk, and thus the impairment provision recognized during the years ended December 31, 2018, 2019 and 2020 was limited to 12 months expected losses. Details are disclosed in Note 3.1(b).

The Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Prepayments - Amounts due from a related party ...... 76 32 83 - Prepayments for purchase of property, plant and equipment ...... 7,398 1,412 — - Prepaid entrance fees...... 9,282 29,835 107,330 - Prepaid commission fees ...... — — 42,920 - Prepaid rentals and service charges ...... 2,617 3,759 10,843 19,373 35,038 161,176 Other receivables - Amounts due from a related party and subsidiaries ...... 7,827 23,411 78,883 - Value-added tax (“VAT”) recoverable ...... 19,030 10,330 20,888 - Deposits...... 1,296 4,918 8,768 - Others ...... 825 57 243 28,978 38,716 108,782 Less: allowance for impairment of other receivables...... (19) (127) (194) Total prepayments, deposits and other receivables ...... 48,332 73,627 269,764 Less: non-current portion ...... (7,398) (1,412) — Current portion ...... 40,934 72,215 269,764

21 Cash and cash equivalents and restricted cash

The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cash at bank and other financial institution ...... 362,761 167,977 532,174 Less: restricted cash - Pledge for bill payables...... (80,772) (3,700) (90,511) - Restricted under litigation (a) ...... (613) — (15,019) (81,385) (3,700) (105,530) Cash and cash equivalents ...... 281,376 164,277 426,644

—I-50— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

The Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cash at bank and other financial institution...... 358,940 147,004 427,379 Less: restricted cash - Pledge for bill payables...... (80,772) (3,700) (10,450) - restricted under litigation (a) ...... (613) — (15,019) (81,385) (3,700) (25,469) Cash and cash equivalents ...... 277,555 143,304 401,910

(a) The amount as at December 31, 2020 represented the cash being restricted by the court upon the initiation of legal proceedings by two suppliers of the Group. One of the suppliers has withdrawn the legal proceedings in March 2021 and the corresponding restricted cash of RMB14,237,000 was released accordingly.

As at December 31, 2018, 2019 and 2020, cash and cash equivalents and restricted bank balances of the Group and the Company were denominated in RMB.

22 Financial instruments by category

The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial assets at amortized costs: Trade receivables (Note 19) ...... 1,668 7,758 4,183 Other receivables (including receivable from related parties, deposits and others) (Note 20) ...... 3,114 11,042 17,158 Restricted cash (Note 21) ...... 81,385 3,700 105,530 Cash and cash equivalents (Note 21)...... 281,376 164,277 426,644 367,543 186,777 553,515

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial assets at fair value through profit or loss 129,957 604,288 259,946 (Note 3.3) ......

—I-51— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial liabilities at amortized costs: Trade and bill payables (Note 27) ...... 238,060 748,929 824,006 Accrual and other payables, excluding accruals for staff costs and allowances and other taxes payable (Note 28) ...... 237,296 304,814 301,535 Lease liabilities (Note 16)...... 1,196 6,171 3,447 476,552 1,059,914 1,128,988

As at December 31, 2018, 2019 and 2020, the following financial assets at fair value through profit or loss was pledged as colleteral for the Group’s bill payables:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Wealth management products ...... 48,900 295,750 54,800

The Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial assets at amortized costs: Trade receivables (Note 19) ...... 5,179 31,220 1,124 Other receivables (including receivable from related parties, deposits and others) (Note 20) ...... 9,929 28,259 87,700 Restricted cash (Note 21) ...... 81,385 3,700 25,469 Cash and cash equivalents (Note 21) ...... 277,555 143,304 401,910 374,048 206,483 516,203

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial assets at fair value through profit or loss ...... 129,957 479,584 205,077

—I-52— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Financial liabilities at amortized costs: Trade and bill payables (Note 27) ...... 238,034 323,130 374,912 Accrual and other payables, excluding accruals for staff costs and allowances and other taxes payable (Note 28) ...... 237,265 298,075 294,564 Lease liabilities (Note 16) ...... 1,196 1,890 769 476,495 623,095 670,245

As at December 31, 2018, 2019 and 2020, the following financial assets at fair value through profit or loss was pledged as colleteral for the Company’s bill payables:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Wealth management products ...... 48,900 171,850 —

23 Paid-in capital/Share capital

The Group and the Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000 Paid-in capital ...... 848 848 N/A Share capital ...... N/A N/A 63,576

848 848 63,576

A summary of movements in the Company’s paid-in capital/share capital is as follows:

Number of Paid-in ordinary capital/ shares Share capital RMB’000

At January 1, 2018 ...... N/A 785 Capital injection from equity holders of the Company (a)...... N/A 63 At December 31, 2018 and 2019 ...... N/A 848 Capital injection from equity holders of the Company (b) ...... N/A 1,000 Issue of shares upon Company’s conversion from a limited liability company to a joint stock limited liability company (c) ...... 60,000,000 58,152 Issue of ordinary shares (d) ...... 3,576,252 3,576 At December 31, 2020 ...... 63,576,252 63,576

(a) On February 11, 2018, the Company received capital contribution in cash with an aggregate amount of RMB60,000,000 from Suning.com, Suning Financial, GSR Phase II, Hangzhou CDH, Sequoia Chenxin and Tibet Rong’an, of which RMB63,000 and RMB59,937,000 were recorded as paid-in capital and capital reserve, respectively.

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(b) On April 2, 2020, Mr. Tang made a capital contribution of RMB1,000,000 for the capital he subscribed upon his establishment of the Company on December 6, 2016 (Note 1). (c) On June 17, 2020, the Company was converted from a limited liability company into a joint stock company with limited liability. 60,000,000 ordinary shares with nominal value of RMB1.00 each were issued and allotted to the respective shareholders of the Company according to the paid-in capital registered under these shareholders on April 30, 2020. RMB60,754,000 of accumulated deficits and RMB118,906,000 of reserves were capitalized as share capital. (d) On December 21, 2020, the Company issued 3,576,252 shares of the Company to Shanghai Fengbao and Linzhi Lixin at a price of RMB71.67 per share and received capital contribution amounting to RMB256,310,000, of which RMB3,576,000 and RMB 252,734,000 were recorded as share capital and capital reserve, respectively.

24 Other reserves

The Group and the Company

Share-based Capital payment reserve reserves Total RMB’000 RMB’000 RMB’000

As at January 1, 2018...... 287,757 6,319 294,076 Capital contribution from equity holders (Note 23) ...... 59,937 — 59,937 Share-based compensation expenses (Note 25) ...... — 7,006 7,006 As at December 31, 2018 ...... 347,694 13,325 361,019 As at January 1, 2019...... 347,694 13,325 361,019 Share-based compensation expenses (Note 25) ...... 16,873 16,873 As at December 31, 2019 ...... 347,694 30,198 377,892 As at January 1, 2020...... 347,694 30,198 377,892 Issue of ordinary shares (Note 23) ...... 252,734 — 252,734 Share-based compensation expenses (Note 25) ...... — 27,640 27,640 Conversion from a limited liability company to a joint stock company (Note 23) ...... (118,906) — (118,906) As at December 31, 2020 ...... 481,522 57,838 539,360

25 Share-based payments (a) Employee share options granted Since its incorporation on December 6, 2016, the Group granted the following share options to its employees and directors as rewards for their services, full time devotion and professional expertise to the Company and its subsidiaries:

Number of share Grant date options granted Exercise price (RMB) Period from its incorporation date to December 31, 2016 ...... 595,803 0.88-0.92 2017...... 1,415,363 0.64-5.34 2018...... 207,842 8.38 2019...... 1,467,973 8.38-8.8 2020...... 110,845 8.38

(b) Vesting conditions

All share options granted were with the following vesting schedule: 50% of the share option can be vested on the second anniversary of the vesting commencement date and the remaining 50% are to be vested annually

—I-54— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX I ACCOUNTANT’S REPORT thereafter in two equal annual instalments. Share options granted to 13 employees are exercisable upon vesting when service condition is satisfied. All remaining share options are not exercisable until after the closing of an [REDACTED].

In April 2020, the Group modified the vesting condition and exercise condition for the 13 employees mentioned above: Š Unvested share options of these grantees become not exercisable upon the closing of an [REDACTED]; Š Accelerated the vesting schedule for 2 employees;

Total incremental cost of RMB5,718,000 in relation to the modification has been recorded for the year ended December 31, 2020.

(c) Set out below are summary of share options granted:

Year ended December 31, 2018 2019 2020 Average Average Average exercise exercise exercise price per Number price per Number price per Number share of share share of share share of share option options option options option options RMB RMB RMB

Outstanding as at beginning of year .... 2.56 2,011,166 3.10 2,219,008 5.24 3,686,981 Granted during the year...... 8.38 207,842 8.47 1,467,973 8.38 110,845 Exercised during the year (i) ...... — — — — 3.45 (1,090,682) Forfeited during the year ...... — — — — 3.50 (82,424) Outstanding as at year end ...... 3.10 2,219,008 5.24 3,686,981 6.17 2,624,720 Vested and exercisable at end of year ...... 0.92 230,580 1.58 596,632 — —

No share option expired during the Track Record Period.

(i) On April 26, 2020, Mr. Tang transferred 1.97% of the equity interests held by him in the Company to Hangzhou Zhixin Enterprise Management Consulting Partnership (“Hangzhou Zhixin”). The 13 employees excercised 1,090,682 share options on the same day and became the shareholders of Hangzhou Zhixin.

(d) Fair value of options granted

Based on fair value of the underlying ordinary shares, the Group independently determined the fair value of options at grant date using an adjusted Binomial option-pricing model that takes into account the exercise price, fair value of ordinary shares at the grant date, the term of the option, the expected price volatility, the expected dividend yield, the risk free interest rate. Key assumptions are set as below:

Year ended December 31, 2018 2019 2020 Enterprise Value(RMB’000) ...... 258,000-268,000 268,000-323,000 323,000 Risk-free interest rate ...... 2.97%-3.49% 2.89%-3.26% 1.79%-2.36% Expected volatility ...... 51.98%-53.02% 52.21%-53.98% 52.70%-54.96%

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(e) Expenses for the share-based payments has been charged to the consolidated statements of comprehensive income as follows:

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cost of sales ...... 134 168 90 Selling and distribution expenses ...... 3,469 5,538 5,103 General and administrative expenses ...... 1,016 7,843 17,573 Research and development expenses ...... 2,387 3,324 4,874 7,006 16,873 27,640

26 Dividend No dividend has been paid or declared by the Company during each of the years ended December 31, 2018, 2019 and 2020, repectively.

27 Trade and bill payables Trade and bill payables primarily consist of payables for purchase of property, plant and equipment and the commission payables to location partners and network partners.

The Group

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade payables due to third parties ...... 108,505 450,405 668,557 Bill payables...... 129,555 298,524 155,449 238,060 748,929 824,006

Aging analysis of the trade payables based on recognition at the respective balances sheet dates are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year ...... 237,509 735,658 749,116 over 1 year ...... 551 13,271 74,890 238,060 748,929 824,006

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The Company

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade payables - Subsidiaries ...... — — 27,293 - Third parties ...... 108,479 148,360 326,936 108,479 148,360 354,229 Bill payables...... 129,555 174,770 20,683 238,034 323,130 374,912

Aging analysis of the trade and bill payables based on recognition at the respective balances sheet dates are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year ...... 237,483 309,859 334,953 over 1 year ...... 551 13,271 39,959 238,034 323,130 374,912

As at December 31, 2017, 2018 and 2019 and 2020, the carrying amount of the Group’s and the Company’s trade and bill payables were denominated in RMB. Trade payables are unsecured and are usually paid within 90 days of recognition. Bill payables are secured and usually with a maximum maturity time of 180 days. The carrying amounts of trade and bill payables are considered to be the same as their fair values, due to their short-term nature.

28 Accruals and other payables

The Group As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Amounts due to a related party (Note 32(c)(ii)) ...... — 310 6 Deposits (a) ...... 236,000 299,581 291,481 Accruals for employee benefits ...... 13,068 26,019 35,274 Other taxes payable...... 3,847 7,193 4,448 Payables for professional services ...... 160 1,874 4,706 Others ...... 1,136 3,049 5,342 254,211 338,026 341,257

(a) The amount primarily represented the deposits collected from first-time power bank sharing business users.

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Aging analysis of the accruals and other payables based on recognition at the respective balances sheet dates are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year ...... 254,209 133,373 75,691 over 1 year ...... 2 204,653 265,566 254,211 338,026 341,257

The Company As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Amounts due to a related party ...... — 318 6 Deposits ...... 236,000 294,357 286,326 Accruals for employee benefits ...... 12,080 12,703 8,603 Payables for professional services ...... 160 1,716 4,346 Other taxes payable...... 3,846 4,881 1,126 Others ...... 1,105 1,684 3,886 253,191 315,659 304,293

Aging analysis of the accruals and other payables based on recognition at the respective balances sheet dates are as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year ...... 254,219 111,006 247,048 over 1 year ...... 2 204,653 57,245 253,191 315,659 304,293

As at December 31, 2017, 2018 and 2019 and 2020, the Group’s and the Company’s accruals and other payables were denominated in RMB. The carrying amounts of accruals and other payables are considered to be the same as their fair values, due to their short-term nature.

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29 Deferred income tax

The analysis of deferred tax assets and deferred tax liabilities of the Group is as follows: (a) Deferred tax assets

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Deferred tax assets: - To be recovered within 12 months ...... 47,887 15,513 53,538 - To be recovered after 12 months...... 24,879 84,875 64,186 72,766 100,388 117,724

The balance comprises temporary differences attribute to： - Loss allowances for trade receivables and other receivables ...... 126 729 599 - Tax losses ...... 65,960 79,178 99,172 - Accrued expenses and others ...... 6,440 19,996 17,683 - Useful lives of property, plant and equipment ...... 240 485 270 72,766 100,388 117,724 Set-off of deferred tax liabilities pursuant to set-off provisions ...... (29,358) (93,033) (83,600) Net deferred tax assets ...... 43,408 7,355 34,124

The movement in deferred income tax assets are as follows:

Loss allowances for trade receivables Useful lives of Accrued and other property, plant expenses receivables Tax losses and equipment and others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At January 1, 2018 ...... 468 45,724 74 64 46,330 Credit/(Charge) to the consolidated statements of comprehensive income ...... (342) 20,236 166 6,376 26,436 At December 31, 2018 ...... 126 65,960 240 6,440 72,766 At January 1, 2019 ...... 126 65,960 240 6,440 72,766 Credit to the consolidated statements of comprehensive income ...... 603 13,218 245 13,556 27,622 At December 31, 2019 ...... 729 79,178 485 19,996 100,388 At January 1, 2020 ...... 729 79,178 485 19,996 100,388 Credit/(Charge) to the consolidated statements of comprehensive income ...... (130) 19,994 (215) (2,313) 17,336 At December 31, 2020 ...... 599 99,172 270 17,683 117,724

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(b) Deferred tax liabilities

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Deferred tax liabilities: - To be recovered within 12 months ...... 12,316 47,255 39,500 - To be recovered after 12 months...... 17,042 49,277 44,100 29,358 96,532 83,600

The balance comprises temporary differences attribute to： - Financial assets at fair value through profit or loss ...... 263 611 22 - Accelerated depreciation of property, plant and equipment ...... 29,095 95,921 83,578 29,358 96,532 83,600 Set-off of deferred tax assets pursuant to set-off provisions...... (29,358) (93,033) (83,600) Net deferred tax liabilities ...... — 3,499 —

The movement in deferred income tax liabilites are as follows:

Accelerated Financial assets at depreciation of fair value through property, plant profit or loss and equipment Total RMB’000 RMB’000 RMB’000

At January 1, 2018 ...... 25 18,534 18,559 Charge/(Credit) to the consolidated statements of comprehensive income ...... 238 10,561 10,799 At December 31, 2018 ...... 263 29,095 29,358 At January 1, 2019 ...... 263 29,095 29,358 Charge/(Credit) to the consolidated statements of comprehensive income ...... 348 66,826 67,174 At December 31, 2019 ...... 611 95,921 96,532 At January 1, 2020 ...... 611 95,921 96,532 Charge/(Credit) to the consolidated statements of comprehensive income ...... (589) (12,343) (12,932) At December 31, 2020 ...... 22 83,578 83,600

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30 Cash flow information (a) Cash generated from operations

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

(Loss)/Profit before income tax ...... (51,720) 176,907 (134,412) Adjustments for: - Depreciation of property, plant and equipment (Note 9)...... 104,652 145,261 275,462 - Depreciation of right-of-use assets (Note 9) ...... 550 2,167 6,136 - Amortization of intangible assets (Note 9) ...... 4 363 838 - Loss on disposal of property, plant and equipment (Note 8)...... 7,488 431 2,218 - Write-down of property, plant and equipment (Note 9)...... 33,066 57,556 59,745 - Net impairment losses on financial assets ...... 496 3,268 211 - Impairment losses on investment in an associate (Note 9) ...... — 4,192 — - Share of loss from investment in an associate (Note 18) ...... — 808 — - Gain on disposal of an associate (Note 18) ...... — — (302) - Finance costs (Note 11)...... 45 109 258 - Fair value gains on financial assets at fair value through profit or loss (Note 8) ...... (2,233) (8,567) (13,527) - Share-based compensation expenses (Note 25) ...... 7,006 16,873 27,640 99,354 399,368 224,267 Change in working capital: - Contract liabilities ...... 910 405 1,382 - Restricted cash ...... (613) 613 (15,019) - Trade receivables ...... (1,848) (9,160) 3,512 - Prepayments, deposits and other receivables ...... (18,808) (130,604) (134,262) - Inventories...... 214 6 (13) - Decrease in power banks ...... — 3,020 9,356 - Trade and bill payables ...... 42,214 163,878 77,934 - Accurals and other payables ...... 263,121 160,104 43,040 285,190 188,262 (14,070) Cash generated from operations ...... 384,544 587,630 210,197

(b) Non-cash investing activities

Year ended December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000 Redemption of wealth management products to directly settle bill payables for the purchase of property, plant and equipment ...... — (162,500) (397,950)

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(c) Net debt reconciliation Set out below is an analysis of net debt and the movements in net debt for each of the years presented.

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cash and cash equivalents ...... 281,376 164,277 426,644 Lease liabilities — current...... (771) (4,455) (3,170) Lease liabilities — non-current ...... (425) (1,716) (277) Net cash...... 280,180 158,106 423,197 Cash ...... 281,376 164,277 426,644 Gross debt — fixed interest rates ...... (1,196) (6,171) (3,447) Net cash...... 280,180 158,106 423,197

Liabilities arising from financing activities Other assets Lease Lease Cash and liabilities-due liabilities-due cash within 1 year after 1 year Subtotal equivalents Net cash RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Balance at January 1, 2018 ...... — — — 80,166 80,166 Cash flows ...... 729 — 729 201,210 201,939 Additions ...... (1,455) (425) (1,880) — (1,880) Accrual interest for lease liabilities ...... (45) — (45) — (45) Other changes ...... — — — — — Balance at December 31, 2018 ...... (771) (425) (1,196) 281,376 280,180

Balance at January 1, 2019 ...... (771) (425) (1,196) 281,376 280,180 Cash flows ...... 2,912 — 2,912 (117,099) (114,187) Additions ...... (6,062) (1,716) (7,778) — (7,778) Accrual interest for lease liabilities ...... (109) — (109) — (109) Other changes ...... (425) 425 — — — Balance at December 31, 2019 ...... (4,455) (1,716) (6,171) 164,277 158,106 Balance at January 1, 2020 ...... (4,455) (1,716) (6,171) 164,277 158,106 Cash flows ...... 6,567 — 6,567 262,367 268,934 Additions ...... (3,308) (277) (3,585) — (3,585) Accrual interest for lease liabilities ...... (258) — (258) — (258) Other changes ...... (1,716) 1,716 — — — Balance at December 31, 2020 ...... (3,170) (277) (3,447) 426,644 423,197

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31 Commitments (a) Operating lease commitments As a result of the adoption of IFRS 16 on January 1, 2018, only the lease commitment in relation to short- term lease, low-value lease and lease contracts signed with lease terms has not commenced are required to be disclosed. As at December 31, 2018, 2019 and 2020, the lease contracted at the end of the year but not yet incurred is as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

No later than 1 year...... 2,624 6,366 10,164

(b) Capital commitments

Capital expenditure contracted for at the end of the year but not yet incurred is as follows:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Property, plant and equipment...... 79,128 155,651 133,174

32 Significant related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, common significant influence or joint control.

The following is a summary of the significant transactions carried out between the Group and its related parties in the ordinary course of business during the years ended December 31, 2018, 2019 and 2020 respectively, and balances arising from related party transactions as of December 31, 2018, 2019 and 2020 respectively.

(a) Names and relationships with related parties

Name Relationship Xpower (HK) International Limited...... Controlled by a director Hangzhou Duozheng Network Technology Co., Ltd...... Associate of the Group Shenzhen Tencent Computer Systems Company Related party of the shareholder with significant Limited...... influence to the Group Tencent Technology (Shenzhen) Co., Ltd...... Related party of the shareholder with significant influence to the Group Tenpay Payment Technology Company Limited ...... Related party of the shareholder with significant influence to the Group Tencent Cloud Computing(Beijing) Co., Ltd...... Related party of the shareholder with significant influence to the Group

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(b) Transactions with related parties (i) Provision of service (continuing) As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Tenpay Payment Technology Company Limited...... — 866 241 Shenzhen Tencent Computer Systems Company Limited ...... 21 3,904 1,477 Tencent Technology (Shenzhen) Co., Ltd...... — — 3,551 21 4,770 5,269

(ii) Purchase of service (continuing) As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Tenpay Payment Technology Company Limited...... 2,712 6,223 9,159 Tencent Cloud Computing(Beijing) Co., Ltd...... 291 769 700 3,003 6,992 9,859

(c) Balances with related parties (i) Amounts due from related parties As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade receivables — Trade: Tencent Technology (Shenzhen) Co., Ltd...... — — 764 Shenzhen Tencent Computer Systems Company Limited ...... 21 3,703 7 Tenpay Payment Technology Company Limited...... — 237 — 21 3,940 771

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Prepayments, deposits and other receivables — Trade: Tencent Cloud Computing(Beijing) Co., Ltd...... 94 57 106

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Prepayments, deposits and other receivables — Non-trade: Xpower (HK) International Limited ...... — 1,078 — Hangzhou Duozheng Network Technology Co., Ltd...... 703 — — 703 1,078 —

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(ii) Amounts due to related parties

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Accurals and other payables – Non-trade Xpower (HK) International Limited ...... — 310 6

As at December 31, 2018, 2019 and 2020, all above balances with related parties were unsecured, interest free and repayable on demand.

(d) Key management personnel compensations Key management includes directors and senior management. The compensation paid or payable to key management for employee services is shown below:

As at December 31, 2018 2019 2020 RMB’000 RMB’000 RMB’000

Wages, salaries and bonuses ...... 1,434 1,510 7,330 Pension, social security costs, housing benefits and other employee benefits ...... 124 62 378 Share-based compensation expenses...... 331 141 10,372 1,889 1,713 18,080

33 Contingent liabilities In December 2020, the Group filed a lawsuit with Hangzhou Yuhang District People’s Court against one of the manufacturers of power banks for an aggregate of RMB36.0 million, seeking for compensation caused by product quality problems. In January 2021, this manufacturer filed another lawsuit with Hangzhou Yuhang District People’s Court against the Group for an aggregate of approximately RMB39.2 million, seeking for payments for delivered products and related raw material losses. These two lawsuits are still at a very early stage and the outcomes of which are uncertain. Since November 2020, the Group has ceased cooperation with this manufacturer, and as of December 31, 2020, trade payables to such manufacturer amounted to approximately RMB34.1 million.

In June 2019, the Group provided guarantees for a hardware supplier under its purchase agreement with its upstream supplier, capped at the amount payables by the Group to such hardware supplier on the date the Group receives payment notice under the guarantee. Payment made by the Group under the guarantees will be deemed as an offset of the trade payables to the hardware supplier. In June 2020, the Group was named as a co-defendant in a lawsuit filed with Shenzhen Bao’an District People’s Court by the upstream supplier, claiming that the Group assumes joint liability together with the hardware supplier for its overdue payment of approximately RMB15.2 million. As of December 31, 2020, trade payables to this hardware supplier exceeded such amount, which will be used to offset payments to the upstream supplier if the court rules against the hardware supplier or the Group.

34 Subsequent events On April 19, 2021, the Group granted share options to 27 grantees to subscribe for an aggregate of 425,250 Shares. 50% of these share options can be vested on the second anniversary of the vesting commencement date and the remaining 50% are to be vested annually thereafter in two equal annual installments. All share options are not exercisable until after the closing of the [REDACTED].

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III SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements have been prepared by the Company or any the companies now comprising the Group in respect of any period subsequent to December 31, 2020 and up to the date of this report. No dividend or distribution has been declared or made by the Company or any of the companies now comprising the Group in respect of any period subsequent to December 31, 2020.

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[REDACTED]

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[REDACTED]

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[REDACTED]

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[REDACTED]

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Taxation on Dividends

Individual Investor

Pursuant to the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法》) (the “IIT Law”), which was last amended on August 31, 2018 and came into effect on January 1, 2019, and the Implementation Provisions of the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法實施條 例》), which was last amended on December 18, 2018 and came into effect on January 1, 2019, individual income including interests, dividends and bonus shall be subject to individual income tax at an applicable proportional tax rate of 20%. Unless otherwise specified by the competent department of finance and taxation of the State Council, all interest, dividends and bonuses shall be regarded as obtaining from the PRC, regardless of whether the payment place is located in the PRC or not. Pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (《關於個人所得稅若干政策問題的通知》), which was issued by MOF and SAT on May 13, 1994, the dividends and bonuses gained by individual foreigners from foreign investment enterprises are exempt from individual income tax for the time being.

Enterprise Investors

In accordance with the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) (the “EIT Law”), which was amended on December 29, 2018 and came into effect on the same date, and the Implementation Provisions of the Enterprise Income Tax Law of the PRC, which was amended on April 23, 2019 and came into effect on the same date, a non-resident enterprise is generally subject to a 10% enterprise income tax on PRC-sourced income (including dividends received from a PRC resident enterprise that issues shares in Hong Kong), if such non-resident enterprise does not have an establishment or place in the PRC or has an establishment or place in the PRC but the PRC-sourced income is not effectively connected with such establishment or place. Such withholding tax for non-resident enterprises is deducted at source, where the payer of the income is required to withhold the income tax from the amount to be paid to the non-resident enterprise when such payment is made or due.

The Circular on Issues Relating to the Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (《關於中國居民企業向境 外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) (Guo Shui Han [2008] No.897), which was issued by the SAT on November 6, 2008, further clarifies that a PRC-resident enterprise must withhold enterprise income tax at a rate of 10% on dividends paid to non-PRC resident enterprise shareholders of H Shares with respect to the dividends paid for the year 2008 and onwards. In addition, the Response to Questions on Levying Enterprise Income Tax on Dividends Derived by Non-resident Enterprise from Holding Stock such as B-shares (《關於非居民企業取得B股等股票股息徵收企業所得稅問題的批復》) (Guo Shui Han [2009] No.394), which was issued by the SAT on July 24, 2009, further provides that any PRC resident enterprise that is listed on overseas stock exchanges must withhold enterprise income tax at a rate of 10% on dividends for the year 2008 and onwards that it distributes to non-resident enterprises. Such tax rates may be further modified pursuant to the tax treaty or agreement that China has concluded with a relevant country or region.

Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》) signed on August 21, 2006, the PRC Government may levy taxes on the dividends paid by a Chinese company to Hong Kong residents (including natural persons and legal entities) in an amount not exceeding 10% of total dividends payable by the Chinese company. If a Hong Kong resident directly holds 25% or more of the equity interest in a Chinese company, then such tax shall not exceed 5% of the total dividends payable by the Chinese company. The Fourth Protocol of the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income issued by the SAT (《國家稅務總局關於<內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排>第 四議定書》) came into effect on December 29, 2015 states that such provisions shall not apply to arrangement made for the primary purpose of gaining such tax benefit. The application of the dividend clause of tax

— III-1 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX III TAXATION AND FOREIGN EXCHANGE agreements is subject to the requirements of PRC tax law documents, such as the Notice of the State Administration of Taxation on the Issues Concerning the Application of the Dividend Clauses of Tax Agreements (《國家稅務總局關於執行稅收協議股息條款有關問題的通知》) (Guo Shui Han [2009] No. 81).

Tax Treaties Investors who are not PRC residents and reside in countries which have entered into avoidance of double taxation treaties with the PRC or live in Hong Kong or Macau are entitled to a reduction of the withholding taxes imposed on the dividends received from the PRC companies. The PRC currently has avoidance of double taxation treaties/arrangements with a number of countries and regions including Hong Kong, Macau, Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Non-PRC resident enterprises entitled to preferential tax rates in accordance with the relevant income tax treaties or arrangements are required to apply to the Chinese tax authorities for a refund of the withholding tax in excess of the agreed tax rate, and the refund payment is subject to approval by the Chinese tax authorities.

Taxation on Share Transfer

Individual Investors In accordance with the IIT Law and its implementation rules, gains realized on the sale of equity interests in the PRC resident enterprises are subject to the individual income tax at a rate of 20%.

Under the Circular Declaring that Individual Income Tax Continues to be Exempted over Individual Income from Transfer of Shares (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) (Cai Shui Zi [1998] No.61) issued by the MOF and the SAT on March 20, 1998, from January 1, 1997, gains of individuals from the transfer of shares of listed enterprises continues to be exempted from individual income tax. The Circular on Relevant Issues Concerning the Collection of Individual Income Tax over the Income Received by Individuals from Transfer of Listed Shares Subject to Sales Limitation 《( 關於個人轉讓上市公司限售股所得徵收個人所得稅 有關問題的通知》) (Cai Shui [2009] No.167) jointly issued by the MOF, the SAT and the CSRC on December 31, 2009 and came into effect on December 31, 2009, provides that individuals’ income from transferring listed shares on Shanghai Stock Exchange and Shenzhen Stock Exchange shall continue to be exempted from the individual income tax, except for certain shares which are subject to sales limitations as defined in the Supplementary Circular on Relevant Issues Concerning the Collection of Individual Income Tax over the Income Received by Individuals from Transfer of Listed Shares Subject to Sales Limitation (《關於個人 轉讓上市公司限售股所得徵收個人所得稅有關問題的補充通知》) (Cai Shui [2010] No.70) jointly issued by the aforesaid departments on November 10, 2010..

As at the Latest Practicable Date, the aforesaid provision has not expressly provided that individual income tax shall be collected from non-PRC resident individuals on the sale of shares of PRC resident enterprises listed on overseas stock exchanges. As far as the Company is aware, in practice, the PRC tax authorities have not collected income tax on gains from the transfer of shares of PRC resident enterprises listed on overseas stock exchanges by non-PRC resident individuals. However, there is no guarantee that the PRC tax authorities will not change these regulations and impose income taxes on the gains from the sale of H shares by non-PRC resident individuals.

Enterprise Investors In accordance with the EIT Law and its implementation rules, a non-resident enterprise is generally subject to a 10% enterprise income tax on PRC-sourced income, including gains derived from the disposal of equity interests in a PRC resident enterprise, if it does not have an establishment or place in the PRC or has an establishment or place in the PRC but the PRC-sourced income is not effectively connected with such establishment or place. Such income tax for non-resident enterprises is deducted at source, where the payer of the income is required to withhold the income tax from the amount to be paid to the non-resident enterprise when such payment is made or due. The withholding tax may be reduced or exempted pursuant to applicable treaties or agreements on avoidance of double taxation.

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Stamp Duty

Pursuant to the Provisional Regulations of the PRC on Stamp Duty (《中華人民共和國印花稅暫行條例》), which came into effect on October 1, 1988 and was amended on January 8, 2011, and the Implementation Provisions of Provisional Regulations of the PRC on Stamp Duty (《中華人民共和國印花稅暫行條例施行細則》), which came into effect on October 1, 1988, PRC stamp duty shall only be imposed on specific proof that are executed or received in the PRC, legally binding in the PRC and governed by the PRC laws. Therefore, the stamp duty on transferring shares of listed companies in the PRC does not apply to purchase and disposal of H shares by non-PRC investors outside the PRC.

Estate Duty The PRC currently does not impose any estate duty.

PRINCIPAL TAXATION OF OUR COMPANY IN THE PRC Please refer to “Regulatory Overview” of the document.

FOREIGN EXCHANGE The lawful currency of the PRC is Renminbi, which is currently subject to foreign exchange control and cannot be freely converted into foreign currency. The SAFE, under the authority of PBOC, is empowered with the functions of administering all matters relating to foreign exchange, including the enforcement of foreign exchange control regulations.

On January 29, 1996, the State Council promulgated the Regulations of the PRC on Foreign Exchange Control (《中華人民共和國外匯管理條例》) (the “Foreign Exchange Control Regulations”) and it came into effect on April 1, 1996. The Foreign Exchange Control Regulations classifies all international payments and transfers into current items and capital items. Most of the current items are not subject to the approval of foreign exchange administration agencies, while capital items are subject to such approval. The Foreign Exchange Control Regulations were subsequently amended on January 14, 1997 and came into effect on August 5, 2008. According to the newly amended Foreign Exchange Control Regulations, the PRC will not impose any restriction on international current payments and transfers.

The Regulations for the Administration of Settlement, Sale and Payment of Foreign Exchange (《結匯、售 匯及付匯管理規定》), which was promulgated by the PBOC on June 20, 1996 and came into effect on July 1, 1996, does not impose any restrictions on convertibility of foreign exchange under current items, while imposing restrictions on foreign exchange transactions under capital account items.

According to the Announcement on Improving the Reform of the Renminbi Exchange Rate Formation Mechanism (《關於完善人民幣匯率形成機制改革的公告》), which was issued by the PBOC and implemented on July 21, 2005, the PRC has started to implement a managed floating exchange rate system in which the exchange rate would be determined based on market supply and demand and adjusted with reference to a basket of currencies since July 21, 2005. Therefore, the Renminbi exchange rate was no longer pegged to the U.S. dollar. PBOC would publish the closing price of the exchange rate of the Renminbi against trading currencies such as the U.S. dollar in the interbank foreign exchange market after the closing of the market on each working day, as the central parity of the currency against Renminbi transactions on the following working day.

According to the relevant laws and regulations in the PRC, PRC enterprises (including foreign investment enterprises) which need foreign exchange for current item transactions may, without the approval of the foreign exchange administrative authorities, effect payment through foreign exchange accounts opened at financial institutions that carries foreign exchange business or operating institutions that carries settlement and sale business, on the strength of valid receipts and proof. Foreign investment enterprises which need foreign exchange for the distribution of profits to their shareholders and PRC enterprises which, in accordance with regulations, are required to pay dividends to their shareholders in foreign exchange may, on the strength of resolutions of the

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On October 23, 2014, the State Council issued the Decisions of the State Council on Matters including Canceling and Adjusting a Batch of Administrative Approval Items (《國務院關於取消和調整一批行政審批項目 等事項的決定》) (Guo Fa [2014] No. 50), which canceled the administrative approval by the SAFE and its branches over matters concerning the repatriation and settlement of foreign exchange of overseas-raised funds through overseas listing.

On December 26, 2014, the SAFE issued the Notice of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration of Overseas Listing (《國家外匯管理局關於境外上市外 匯管理有關問題的通知》) (Hui Fa [2014] No. 54), pursuant to which a domestic company shall, within 15 business days of the date of the end of its overseas listing issuance, register the overseas listing with the Administration of Foreign Exchange at the place of its establishment; the proceeds from an overseas listing of a domestic company may be remitted to the domestic account or deposited in an overseas account, but the use of the proceeds shall be consistent with the content of the document and other disclosure documents. A domestic company (except for bank financial institutions) shall present its certificate of overseas listing to open a “ special account with a local bank for overseas listing of local enterprises” at a local bank for its initial public offering (or follow-on offering) and repurchase business to handle the exchange, remittance and transfer of funds for the business concerned.

In accordance with the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment (《國家外匯管理局關於進一步 簡化和改進直接投資外匯管理政策的通知》) (Hui Fa [2015] No.13) issued by the SAFE on February 13, 2015 and implemented on June 1, 2015, two of the administrative examination and approval items, being the confirmation of foreign exchange registration under domestic direct investment and the confirmation of foreign exchange registration under overseas direct investment were canceled, instead, banks shall directly examine and handle foreign exchange registration under domestic direct investment and foreign exchange registration under overseas direct investment, and the SAFE and its branch offices shall indirectly regulate the foreign exchange registration of direct investment through banks.

According to the Notice of the State Administration of Foreign Exchange on Reforming and Regulating the Administrative Policies over Foreign Exchange Settlement under Capital Accounts (《國家外匯管理局關於改革和 規範資本專案結匯管理政策的通知》) (Hui Fa [2016] No.16) issued by the SAFE on June 9, 2016, the relevant policies have made it clear that foreign exchange income of capital accounts implementing discretionary foreign exchange settlement (including foreign exchange capital, foreign debt offering proceeds and funds repatriated from overseas listing) can be settled at the banks based on the actual needs of the domestic institutions; the proportion of discretionary settlement of foreign exchange income from capital accounts of domestic institutions is temporarily set at 100%. The SAFE may adjust the above proportion in accordance with the international balance of payment situation as appropriate.

On January 26, 2017, Notice of the State Administration of Foreign Exchange on Further Promoting the Reform of Foreign Exchange Administration and Improving the Examination of Authenticity and Compliance (《國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知》) (Hui Fa [2017] No.3)was issued by SAFE to further expand the scope of settlement for domestic foreign exchange loans, allow settlement for domestic foreign exchange loans with export background under goods trading, allow repatriation of funds under domestic guaranteed foreign loans for domestic utilization, allow settlement for domestic foreign exchange accounts of foreign institutions operating in the Free Trade Pilot Zones, and adopt the model of full-coverage RMB and foreign currency overseas lending management, where a domestic institution engages in overseas lending, the sum of its outstanding overseas lending in RMB and outstanding overseas lending in foreign currencies shall not exceed 30% of its owner’s equity in the audited financial statements of the preceding year.

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On October 23, 2019, the SAFE issued the Notice on Further Facilitating Cross-Board Trade and Investment (《關於進一步促進跨境貿易投資便利化的通知》), which canceled restrictions on domestic equity investments made with capital funds by non-investing foreign-funded enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic accounts for the realization of assets have been removed and restrictions on the use and foreign exchange settlement of foreign investors’ security deposits have been relaxed. Eligible enterprises in the pilot area are also allowed to use revenues under capital accounts, such as capital funds, foreign debts and overseas listing revenues for domestic payments without providing materials to the bank in advance for authenticity verification on an item by item basis, while the use of funds should be true, in compliance with applicable rules and conforming to the current capital revenue management regulations.

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1. PRC LAWS AND REGULATIONS

The PRC Legal System

The PRC legal system is based on the PRC Constitution (《中華人民共和國憲法》, the “Constitution”), which was adopted on December 4, 1982 and amended on April 12, 1988, March 29, 1993, March 15, 1999, March 14, 2004 and March 11, 2018. The PRC legal system is made up of written laws, administrative regulations, local regulations, autonomous regulations, separate regulations, rules and regulations of State Council departments, rules and regulations of local governments, laws of special administrative regions and international treaties of which the PRC government is a signatory and other regulatory documents. Court judgments do not constitute legally binding precedents, although they are used for the purposes of judicial reference and guidance.

The National People’s Congress (the “NPC”) and its Standing Committee are empowered to exercise the legislative power of the State in accordance with the Constitution and the PRC Legislation Law (《中華人民共和 國立法法》, the “Legislation Law”), which was adopted on March 15, 2000 and amended on March 15, 2015. The NPC has the power to formulate and amend basic laws governing state organs, civil, criminal and other matters. The Standing Committee of the NPC formulates and amends laws other than those required to be enacted by the NPC and to supplement and amend parts of the laws enacted by the NPC during the adjournment of the NPC, provided that such supplements and amendments are not in conflict with the basic principles of such laws.

The State Council is the highest organ of state administration and has the power to formulate administrative regulations based on the Constitution and laws.

The people’s congresses of the provinces, autonomous regions and municipalities and their respective standing committees may formulate local regulations based on the specific circumstances and actual needs of their respective administrative areas, provided that such local regulations do not contravene any provision of the Constitution, laws or administrative regulations. The people’s congresses of cities divided into districts and their respective standing committees may formulate local regulations on aspects such as urban and rural construction and management, environmental protection and historical and cultural protection based on the specific circumstances and actual needs of such cities, provided that such local regulations do not contravene any provision of the Constitution, laws, administrative regulations and local regulations of their respective provinces or autonomous regions. If the law provides otherwise on the matters concerning formulation of local regulations by cities divided into districts, those provisions shall prevail. Such local regulations will become enforceable after being reported to and approved by the standing committees of the people’s congresses of the relevant provinces, autonomous regions or municipalities directly under the central government. The standing committees of the people’s congresses of the provinces, autonomous regions or municipalities directly under the central government examine the legality of local regulations submitted for approval, and such approval should be granted within four months if they are not in conflict with the Constitution, laws, administrative regulations and local regulations of such provinces or autonomous regions. Where, during the examination for approval of local regulations of cities divided into districts by the standing committees of the people’s congresses of the provinces, autonomous regions or municipalities directly under the central government, conflicts are identified with the rules and regulations of the people’s governments of the provinces, autonomous regions or municipalities directly under the central government concerned, a decision should be made by the standing committees of the people’s congresses of provinces, autonomous regions or municipalities directly under the central government to resolve the issue. People’s congresses of national autonomous areas have the power to enact autonomous regulations and separate regulations in light of the political, economic and cultural characteristics of the ethnic groups in the areas concerned.

The ministries and commissions of the State Council, People’s Bank of China, National Audit Office and the subordinate institutions with administrative functions directly under the State Council may formulate departmental rules within the jurisdiction of their respective departments based on the laws and administrative

— IV-1 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS regulations, and the decisions and orders of the State Council. The people’s governments of the provinces, autonomous regions, municipalities directly under the central government and cities or autonomous prefectures divided into districts may formulate rules and regulations based on the laws, administrative regulations and local regulations of such provinces, autonomous regions and municipalities directly under the central government.

According to the Constitution, the power to interpret laws is vested in the Standing Committee of the NPC. Pursuant to the Resolution of the Standing Committee of the NPC Providing an Improved Interpretation of the Law (《全國人民代表大會常務委員會關於加强法律解釋工作的决議》) implemented on June 10, 1981, interpretation of questions involving the specific application of laws and decrees in court trials shall be provided by the Supreme People’s Court. Interpretation of questions involving the specific application of laws and decrees in the procuratorial work of the procuratorates shall be provided by the Supreme People’s Procuratorate. If the interpretations provided by the Supreme People’s Court and the Supreme People’s Procuratorate are at variance with each other in principle, they shall be submitted to the Standing Committee of the NPC for interpretation or decision. Interpretation of questions involving the specific application of laws and decrees in areas unrelated to judicial and procuratorial work shall be provided by the State Council and supervisory authorities. The State Council and its ministries and commissions are also vested with the power to give interpretations of the administrative regulations and departmental rules which they have promulgated. At the regional level, the power to interpret regional laws is vested in the regional legislative and administrative authorities which promulgate such laws.

The PRC Judicial System

Under the Constitution and the Law of Organization of the People’s Courts of the PRC (《中華人民共和國 人民法院組織法》), which was adopted on July 1, 1979 and amended on September 2, 1983, December 2, 1986, October 31, 2006 and October 26, 2018, the PRC judicial system is made up of the Supreme People’s Court, the local people’s courts, the military courts and other special people’s courts.

The local people’s courts at all levels consist of the basic people’s courts, the intermediate people’s courts and the higher people’s courts. The basic people’s courts may set up civil, criminal and economic divisions, and certain people’s courts based on the facts of the region, population and cases. The intermediate people’s courts have divisions similar to those of the basic people’s courts and may set up other special divisions, if needed. These two levels of people’s courts are subject to supervision by people’s courts at higher levels. The Supreme People’s Court is the highest judicial authority in the PRC. It supervises the administration of justice by the people’s courts at all levels and special people’s courts. The Supreme People’s Procuratorate is authorized to supervise the judgment and ruling of the people’s courts at all levels which have been legally effective, and the people’s procuratorate at a higher level is authorized to supervise the judgment and ruling of a people’s court at lower levels which have been legally effective.

The people’s courts employ a “two-tier appellate system”. A party may appeal against the judgment or ruling of the first instance of a local people’s court. The people’s procuratorate may present a protest to the people’s court at the next higher level in accordance with the procedures stipulated by the laws. In the absence of any appeal by the parties and any protest by the people’s procuratorate within the stipulated period, the judgments or rulings of the people’s court are final. Judgments or rulings of the second instance of the intermediate people’s courts, the higher people’s courts and the Supreme People’s Court, and judgments or rulings of the first instance of the Supreme People’s Court are final. However, if the Supreme People’s Court finds some definite errors in a legally effective judgment, ruling or conciliation statement of the people’s court at any level, or if the people’s court at a higher level finds such errors in a legally effective judgment, ruling or conciliation statement of the people’s court at a lower level, it has the authority to review the case itself or to direct the lower-level people’s court to conduct a retrial. If the chief judge of all levels of people’s courts finds some definite errors in a legally effective judgment, ruling or conciliation statement, and considers a retrial is preferred, such case shall be submitted to the judicial committee of the people’s court at the same level for discussion and decision.

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The Civil Procedure Law of the PRC (《中華人民共和國民事訴訟法》) (the “PRC Civil Procedure Law”) adopted on April 9, 1991 and amended on October 28, 2007, August 31, 2012 and June 27, 2017 prescribes the conditions for instituting a civil action, the jurisdiction of the people’s courts, the procedures for conducting a civil action, and the procedures for enforcement of a civil judgment or ruling. All parties to a civil action conducted within the PRC must abide by the PRC Civil Procedure Law. A civil case is generally heard first by the court located in the defendant’s place of domicile. The court of jurisdiction in respect of a civil action may also be chosen by explicit agreement among the parties to a contract, provided that the people’s court having jurisdiction should be located at places substantially connected with the disputes, such as the plaintiff’s or the defendant’s place of domicile, the place where the contract is executed or signed or the place where the object of the action is located, but shall not violate the provisions related to differential jurisdiction and exclusive jurisdiction.

A foreign individual, a person without nationality, a foreign enterprise or a foreign organization is given the same litigation rights and obligations as a citizen, a legal person or other organizations of the PRC when initiating actions or defending against litigations at a PRC court. Should a foreign court limit the litigation rights of PRC citizens or enterprises, the PRC court may apply the same limitations to the citizens and enterprises of such foreign country. A foreign individual, a person without nationality, a foreign enterprise or a foreign organization must engage a PRC lawyer in case he or it needs to engage a lawyer for the purpose of initiating actions or defending against litigations at a PRC court. In accordance with the international treaties to which the PRC is a signatory or participant or according to the principle of reciprocity, a people’s court and a foreign court may request each other to serve documents, conduct investigation and collect evidence and conduct other actions on its behalf. All parties to a civil action shall perform the legally effective judgments and rulings. If any party to a civil action refuses to abide by a judgment or ruling made by a people’s court or an award made by an arbitration tribunal in the PRC, the other party may apply to the people’s court for the enforcement of the same within two years subject to application for postponed enforcement or revocation. If a party fails to satisfy within the stipulated period a judgment which the court has granted an enforcement approval, the court may, upon the application of the other party, mandatorily enforce the judgment on the party.

Where a party applies for enforcement of judgment or ruling made by a people’s court, and the opposite party or his property is not within the territory of the PRC, the applicant may directly apply to a foreign court with jurisdiction for recognition and enforcement of the judgment or ruling. A foreign judgment or ruling may also be recognized and enforced by the people’s court in accordance with the PRC enforcement procedures if the PRC has entered into, or acceded to, international treaties with the relevant foreign country, which provided for such recognition and enforcement, or if the judgment or ruling satisfies the court’s examination according to the principle of reciprocity, unless the people’s court considers that the recognition or enforcement of such judgment or ruling would violate the basic legal principles of the PRC, its sovereignty or national security, or against the social and public interests.

THE PRC COMPANY LAW, SPECIAL REGULATIONS AND MANDATORY PROVISIONS

The PRC Company Law (《中華人民共和國公司法》) was adopted by the 5th meeting of the Standing Committee of the 8th National People’s Congress Session on December 29, 1993 and came into effect on July 1, 1994, and amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013 and October 26, 2018. The latest revised PRC Company Law was implemented on October 26, 2018.

The Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) (the “Special Regulations”) was passed at the 22nd Standing Committee Meeting of the State Council on July 4, 1994 and promulgated and implemented on August 4, 1994. The Special Regulations shall be applicable to the issuance and listing of shares by joint stock companies to overseas investors.

The Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (《到境外上市 公司章程必備條款》) (the “Mandatory Provisions”) jointly promulgated and implemented by the former

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Securities Commission of the State Council and the former State Commission for Restructuring the Economic System on August 27, 1994 prescribe that the provisions should be incorporated in the articles of association of joint stock limited companies to be listed in overseas stock exchanges. Accordingly, the contents required by the Mandatory Provisions have been incorporated in the Articles of Association.

CIRCULAR ISSUED BY THE STATE COUNCIL IN CONNECTION WITH THE ADJUSTMENTS IN REGULATIONS CONCERNING COMPANIES REGISTERED IN THE PRC AND LISTED OVERSEAS On October 17, 2019, the State Council issued the Reply on Adjustment of the Notice Period for General Meeting and Other Matters Applicable to Overseas Listed Company (《國務院關於調整適用在境外上市公司召開 股東大會通知期限等事項規定的批覆》) (Guo Han [2019] No. 97, effective on October 17, 2019), pursuant to which it agreed that companies registered in the PRC and listed overseas shall comply with the PRC Company Law with respect to the notice period, shareholders right to formulate proposals and the procedures for convening a general meeting, and that relevant procedures set forth in Article 20 to Article 22 of the Special Regulations shall no longer apply. Set out below is a summary of the major provisions of the PRC Company Law, the Special Regulations and the Mandatory Provisions.

General A “joint stock limited company” (“company”) refers to a corporate legal person incorporated in China under the PRC Company Law with independent legal person properties and entitlements to such legal person properties and with its registered capital divided into shares of equal par value. The liability of the company for its own debts is limited to all the properties it owns and the liability of its shareholders for the company is limited to the extent of the shares they subscribe for.

Incorporation A company may be established by promotion or subscription. A company shall have a minimum of two but no more than 200 people as its promoters, and over half of the promoters must be resident within the PRC. Companies established by promotion are companies of which the registered capital is the total share capital subscribed for by all the promoters registered with the company’s registration authorities. No share offering shall be made before the shares subscribed for by the promoters are fully paid up. For companies established by subscription, the registered capital is the total paid-up share capital as registered with the company’s registration authorities. If laws, administrative regulations and State Council decisions provide otherwise on paid-in registered capital and the minimum registered capital, the company should follow such provisions.

For companies incorporated by way of promotion, the promoters shall subscribe in writing for the shares required to be subscribed for by them and pay up their capital contributions under the articles of association. Procedures relating to the transfer of titles to non-monetary assets shall be duly completed if such assets are to be contributed as capital. Promoters who fail to pay up their capital contributions in accordance with the foregoing provisions shall assume default liabilities in accordance with the covenants set out in the promoters’ agreement. After the promoters have subscribed for the capital contribution under the articles of association, a board of directors and a supervisory board shall be elected and the board of directors shall apply for registration of establishment by filing the articles of association with relevant administration for industry and commerce, and other documents as required by the law or administrative regulations.

After the subscription monies for the share issue have been paid in full, a capital verification institution established under PRC law must be engaged to conduct a capital verification and furnish a certificate thereof. The promoters of company shall preside over and convene an inauguration meeting within 30 days from the date of the full payment of subscription monies. The inauguration meeting shall be formed by the promoters and subscribers. Where the shares issued remain under subscribed by the cut-off date stipulated in the share offering prospectus, or where the promoter fails to convene an inauguration meeting within 30 days of the subscription

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A company’s promoter shall be liable for the followings: (1) the debts and expenses incurred in the establishment process jointly and severally if the company cannot be incorporated; (2) the refund of subscription monies paid by the subscribers together with interest at bank rates of deposit for the same period jointly and severally if the company cannot be incorporated; and (3) the compensation of any damages suffered by the company as a result of the promoters’ fault in the course of its establishment.

According to the Provisional Regulations Concerning the Issue and Trading of Shares (《股票發行與交易管 理暫行條例》) promulgated by the State Council on April 22, 1993 (which is only applicable to the issue and trading of shares in the PRC and relevant activities), if a company is incorporated by means of public subscription, the promoters of the company are required to sign the document to ensure that the document does not contain any false statements, seriously misleading statements or material omissions, and assume corresponding joint and individual responsibilities .

Share Capital The promoters may make a capital contribution in currencies, or non-monetary assets such as in kind or intellectual property rights or land use rights which can be appraised with monetary value and transferred lawfully, except for assets which are prohibited from being contributed as capital by the laws or administrative regulations. If a capital contribution is made in non-monetary assets, a valuation and verification on fair value must be carried out.

The issuance of shares shall be conducted in a fair and equitable manner. The same class of shares must carry equal rights. For shares issued at the same time and within the same class, the conditions and price per share must be the same. The share offering price may be equal to or greater than the nominal value of the share, but may not be less than the nominal value.

A company must obtain the approval of CSRC to offer its shares to the overseas public. According to the Special Regulations and the Mandatory Provisions, the shares issued to foreign investors and listed overseas by a company shall be in registered form, denominated in Renminbi and subscribed for in foreign currency. Shares issued to foreign investors and listed overseas are classified as overseas-listed foreign shares, and those shares issued to investors within the PRC, are known as domestic shares. Under the Special Regulations, upon approval of CSRC, a company may agree, in the underwriting agreement in respect of an issue of overseas-listed foreign shares, to retain not more than 15% of the aggregate number of such overseas-listed foreign invested shares proposed to be issued in addition to the number of underwritten shares. The issuance of the retained shares is deemed to be a part of this issuance.

Increase in Share Capital Under the PRC Company Law, where a company is issuing new shares, resolutions shall be passed at shareholder’s general meeting in accordance with the articles of association in respect of the class and amount of the new shares, the issue price of the new shares, the commencement and end dates for the issue of the new shares and the class and amount of the new shares proposed to be issued to existing shareholders.

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The public offering shall be subject to the approval of the CSRC. After the issue of new share of the company has been paid up, the change must be registered with the company registration authorities and a public announcement must be made accordingly. Where an increase in registered capital of a company is made by means of an issue of new shares, the subscription of new shares by shareholders shall be made in accordance with the relevant provisions on the payment of subscription monies for the establishment of a company.

Reduction of Share Capital A statement of financial position and inventory of assets shall be prepared for the purpose of the reduction of registered capital of a company. The company shall inform its creditors of the reduction in registered capital within ten days and publish an announcement of the reduction in the newspaper within 30 days after the resolution regarding the reduction is approved. The creditors may require the company to pay its debts or provide guarantees for the debts within 30 days upon receiving such notice or, in the absence of such notice, within 45 day from the date of the relevant announcement.

Repurchase of Shares A company shall not purchase its own shares except under any of the following circumstances: (1) Reducing the registered capital of the company; (2) Merging with another company that holds its shares; (3) Using shares for employee stock ownership plan or equity incentives; (4) A shareholder requesting the company to purchase the shares held by him since he objects to a resolution of the shareholders’ meeting on the combination or division of the company; (5) Using shares for converting convertible corporate bonds issued by the listed company; (6) It is necessary for a listed company to protect the corporate value and the rights and interests of shareholders.

A company purchasing its own shares under any of the circumstances set forth in items (1) and (2) of the preceding paragraph shall be subject to a resolution of the shareholders’ meeting; and a company purchasing its own shares under any of the circumstances set forth in items (3), (5) and (6) of the preceding paragraph may, pursuant to the bylaws or the authorization of the shareholders’ meeting, be subject to a resolution of a meeting of the board of directors at which more than two-thirds of directors are present.

After purchasing its own shares pursuant to the provisions of the first paragraph of this article, a company shall, under the circumstance set forth in item (1), cancel them within 10 days after the purchase; while under the circumstance set forth in either item (2) or (4), transfer or cancel them within six months; and while under the circumstance set forth in item (3), (5) or (6), aggregately hold not more than 10% of the total shares that have been issued by the company, and transfer or cancel them within three years.

A listed company purchasing its own shares shall perform the obligation of information disclosure. A listed company purchasing its own shares under any of the circumstances set forth in items (3), (5) and (6) shall carry out trading in a public and centralized manner.

Transfer of Shares

Shares held by shareholders may be transferred legally. Under the PRC Company Law, a shareholder should effect a transfer of his shares on a stock exchange established in accordance with laws or by any other means as required by the State Council. Registered shares may be transferred after the shareholders endorse the back of the share certificates or in any other manner specified by the laws or administrative regulations.

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Following the transfer, the company shall enter the names and domiciles of the transferees into its share register. No changes of registration in the share register described above shall be effected during a period of 20 days prior to convening a shareholders’ general meeting or 5 days prior to the record date for the purpose of determining entitlements to dividend distributions, unless otherwise stipulated by laws on the registration of changes in the share register of listed companies. The transfer of bearer share certificates shall become effective upon the delivery of the certificates to the transferee by the shareholder. The Mandatory Provision provides that changes due to share transfer should not be made to shareholder registry within 30 days before a shareholders’ general meeting or within 5 days before the record date for the purpose of determining entitlements to dividend distributions.

Under the PRC Company Law, shares held by promoters may not be transferred within one year of the establishment of the company. Shares of the company issued prior to the public issuance of shares may not be transferred within one year of the date of the company’s listing on a stock exchange. Directors, supervisors and the senior management of a company shall declare to the company their shareholdings in it and any changes in such shareholdings. During their terms of office, they may transfer no more than 25% of the total number of shares they hold in the company every year. They shall not transfer the shares they hold within one year of the date of the company’s listing on a stock exchange, nor within six months after they leave their positions in the company. The articles of association may set out other restrictive provisions in respect of the transfer of shares in the company held by its directors, supervisors and the senior management.

Shareholders Under the PRC Company Law and the Mandatory Provision, the rights of holders of ordinary shares of a company include: (1) to receive dividends and other forms of distributions of benefits in proportion to their shareholdings; (2) to request, convene, chair, attend and vote in person or appoint a proxy to attend and vote on his behalf at general meetings in accordance with laws, and exercise the corresponding voting rights; (3) to supervise and manage the company’s business operations, and to put forward proposals and raise inquiries; (4) to transfer, donate or pledge shares in his/her possession in accordance with the law, administrative regulations, departmental rules, regulatory documents, listing rules of the stock exchange of the place(s) in which the shares of the company are listed, as well as provisions of the articles of association; (5) to obtain relevant information in accordance with the provisions of the articles of association, including a copy of articles of association, shareholder register, counterfoil of company debentures, minutes of shareholders’ general meetings, audited financial statements of the company and reports of the board of directors, accounting firms and supervisory board; (6) to participate in the distribution of the remaining assets of the company according to the proportion of shares held upon the termination or liquidation of the company; (7) to require the company to acquire the shares from shareholders voting against any resolutions adopted at the general shareholders’ meeting concerning the merger and division of the company; and (8) any other shareholders’ rights provided for in laws, administrative regulations, other regulatory documents and the articles of association.

The obligations of shareholders include the obligation to abide by the company’s articles of association, to pay the subscription monies in respect of the shares subscribed for, to be liable for the company’s debts and liabilities to the extent of the amount of his or her subscribed shares and any other shareholder obligation specified in the articles of association.

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Shareholders’ General Meetings The shareholders’ general meeting is the organ of authority of the company, which exercises its powers in accordance with the PRC Company Law. The shareholders’ general meeting may exercise its powers: (1) to decide on the company’s operational objectives and investment plans; (2) to elect and change the directors and supervisors (not being representative(s) of employees) and to decide on the matters relating to the remuneration of directors and supervisors; (3) to review and approve the reports of the board of directors; (4) to review and approve the reports of the supervisory board; (5) to review and approve proposals for the company’s annual financial budgets and final accounts; (6) to review and approve the company’s profit distribution proposals and loss recovery proposals; (7) to decide on any increase or reduction of the company’s registered capital; (8) to decide on the issue and list of corporate bonds and other securities; (9) to decide on merger, division, dissolution and liquidation of the company or change of its corporate form; (10) to amend the articles of association; and (11) to exercise any other authority stipulated in the articles of association.

A shareholders’ general meeting is required to be held once every year. An extraordinary general meeting is required to be held within two months of the occurrence of any of the following: (1) the number of directors is less than the number stipulated by the PRC Company Law or less than two-thirds of the number specified in the articles of association; (2) the outstanding losses of the company amounted to one-third of the company’s total paid-in share capital; (3) shareholders individually or in aggregate holding 10% or more of the company’s shares request the convening of an extraordinary general meeting; (4) the board of directors deems necessary; (5) the supervisory board proposes to hold; or (6) any other circumstances as provided for in the articles of association.

A shareholders’ general meeting shall be convened by the board of directors, and presided over by the chairman of the board of directors. In the event that the chairman is incapable of performing or is not performing his duties, the meeting shall be presided over by the vice chairman. In the event that the vice chairman is incapable of performing or is not performing his duties, a director nominated by half or more of the directors shall preside over the meeting. Where the board of directors is incapable of performing or is not performing its duties to convene the general meeting, the supervisory board shall convene and preside over shareholders’ general meeting in a timely manner. If the supervisory board fails to convene and preside over shareholders’ general meeting, shareholders individually or in aggregate holding 10% or more of the company’s shares for 90 days or more consecutively may unilaterally convene and preside over shareholders’ general meeting.

In accordance with the PRC Company Law, a notice of the shareholders’ general meeting stating the date and venue of the meeting and the matters to be considered at the meeting shall be given to all shareholders 20 days before the meeting. A notice of extraordinary general meeting shall be given to all shareholders 15 days prior to the meeting. For the issuance of bearer share certificates, the time and venue of and matters to be considered at the meeting shall be announced 30 days before the meeting. A single shareholder who holds, or

— IV-8 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS several shareholders who jointly hold, three percent or more of the shares of the company may submit an interim proposal in writing to the board of directors ten days before the general meeting is held. The board of directors shall notify other shareholders within two days upon receipt of the proposal, and submit the said interim proposal to the general meeting for deliberation. The contents of the interim proposal shall fall within the scope of powers of the general meeting, and the proposal shall have a clear agenda and specific matters on which resolutions are to be made. The general meeting shall not make any resolution in respect of any matter not set out in the above- mentioned two types of notices. Holders of bearer share certificates who wish to attend a general meeting shall deposit their share certificates with the company five days before the meeting and till the conclusion of the meeting.

Under the PRC Company Law, shareholders present at a shareholders’ general meeting have one vote for each share they hold, save that the company’s shares held by the company are not entitled to any voting rights.

An accumulative voting system may be adopted for the election of directors and supervisors at the shareholders’ general meeting pursuant to the provisions of the articles of association or a resolution of the shareholders’ general meeting. Under the accumulative voting system, each share shall be entitled to the number of votes equivalent to the number of directors or supervisors to be elected at the shareholders’ general meeting, and shareholders may consolidate their votes when casting a vote.

Under the PRC Company Law, resolutions of the general meeting must be passed by more than half of the voting rights held by shareholders present at the meeting, with the exception of matters relating to merger, division or dissolution of the company, increase or reduction of registered share capital, change of corporate form or amendments to the articles of association, which in each case must be passed by at least two-thirds of the voting rights held by the shareholders present at the meeting. Where the PRC Company Law and the articles of association provide that the transfer or acquisition of significant assets or the provision of external guarantees by the company and the other matters must be approved by way of resolution of the general meeting, the board of directors shall convene a shareholders’ general meeting promptly to vote on such matters by shareholders’ general meeting.

Minutes shall be prepared in respect of matters considered at the shareholders’ general meeting and the chairperson and directors attending the meeting shall endorse such minutes by signature. The minutes shall be kept together with the shareholders’ attendance register and the proxy forms.

According to the Mandatory Provisions, the increase or reduction of share capital, the issuance of shares of any class, warrants or other similar securities and bonds, the division, merger, dissolution and liquidation of the company, the amendments to the articles of association and any other matters, which, as resolved by way of an ordinary resolution of the shareholders’ general meeting, may have a material impact on the company and require adoption by way of a special resolution, must be approved through special resolutions by no less than two-thirds of the voting rights held by shareholders (including proxies thereof) present at the shareholders’ general meeting.

The Mandatory Provisions require a special resolution to be passed at the general meeting and a class meeting to be held in the event of a variation or derogation of the class rights of a shareholder class. For this purpose, holders of domestic shares and H shares are deemed to be shareholders of different classes.

Board of Directors A company shall have a board of directors, which shall consist of 5 to 19 members. The term of a director shall be stipulated in the articles of association, provided that no term of office shall last for more than three years. A director may serve consecutive terms if re-elected. A director shall continue to perform his/her duties as a director in accordance with the laws, administrative regulations and the articles of association until a duly reelected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office or if the resignation of directors results in the number of directors being less than the quorum.

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Under the PRC Company Law, the board of directors may exercise its powers: (1) to convene shareholders’ general meetings and report on its work to the shareholders’ general meetings; (2) to implement the resolutions passed by the shareholders at the shareholders’ general meetings; (3) to decide on the company’s operational plans and investment proposals; (4) to formulate proposal for the company’s annual financial budgets and final accounts; (5) to formulate the company’s profit distribution proposals and loss recovery proposals; (6) to formulate proposals for the increase or reduction of the company’s registered capital and the issue of corporate bonds; (7) to formulate proposals for the merger, division or dissolution of the company or change of corporate form; (8) to decide on the setup of the company’s internal management organs; (9) to appoint or dismiss the company’s manager and decide on his/her remuneration and, based on the manager’s recommendation, to appoint or dismiss any deputy general manager and financial officer of the company and to decide on their remunerations; (10) to formulate the company’s basic management system; and (11) to exercise any other authority stipulated in the articles of association.

Meetings of the board of directors shall be convened at least twice each year. Notices of meeting shall be given to all directors and supervisors 10 days before the meeting. Interim board meetings may be proposed to be convened by shareholders representing more than 10% of the voting rights, more than one-third of the directors or the supervisory board. The chairman shall convene the meeting within 10 days of receiving such proposal, and preside over the meeting. The board may otherwise determine the means and the period of notice for convening an interim board meeting. Meetings of the board of directors shall be held only if more than half of the directors are present. Resolutions of the board shall be passed by more than half of all directors. Each director shall have one vote for a resolution to be approved by the board. Directors shall attend board meetings in person. If a director is unable to attend for any reason, he/she may appoint another director to attend the meeting on his/her behalf by a written power of attorney specifying the scope of authorization.

If a resolution of the board of directors violates the laws, administrative regulations or the articles of association or resolutions of the shareholders’ general meeting, and as a result of which the company sustains serious losses, the directors participating in the resolution are liable to compensate the company. However, if it can be proved that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director shall be relieved from that liability.

Under the PRC Company Law, the following person may not serve as a director in a company:

Š a person who is unable or has limited ability to undertake any civil liabilities;

Š a person who has been convicted of an offense of corruption, bribery, embezzlement, misappropriation of property or destruction of the socialist market economic order, or who has been deprived of his political rights due to his crimes, in each case where less than five years have elapsed since the date of completion of the sentence;

Š a person who has been a former director, factory manager or manager of a company or an enterprise that has entered into insolvent liquidation and who was personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;

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Š a person who has been a legal representative of a company or an enterprise that has had its business license revoked due to violations of the law or has been ordered to close down by law and the person was personally responsible, where less than three years have elapsed since the date of such revocation;

Š a person who is liable for a relatively large amount of debts that are overdue.

Where a company elects or appoints a director to which any of the above circumstances applies, such election or appointment shall be null and void. A director to which any of the above circumstances applies during his/her term of office shall be released of his/her duties by the company.

Other circumstances under which a person is disqualified from acting as a director of a company are set out in the Mandatory Provisions.

Under the PRC Company Law, the board of directors shall appoint a chairman and may appoint a vice chairman.

The chairman and the vice chairman shall be elected with approval of more than half of all the directors. The chairman shall convene and preside over board meetings and review the implementation of board resolutions. The vice chairman shall assist the chairman to perform his/her duties. Where the chairman is incapable of performing or is not performing his/her duties, the duties shall be performed by the vice chairman. Where the vice chairman is incapable of performing or is not performing his/her duties, a director nominated by more than half of the directors shall perform his/her duties.

Supervisory Board A company shall have a supervisory board composed of not less than three members. The supervisory board shall consist of representatives of the shareholders and an appropriate proportion of representatives of the company’s staff, of which the proportion of representatives of the company’s staff shall not be less than one-third, and the actual proportion shall be determined in the articles of association. Representatives of the company’s staff at the supervisory board shall be democratically elected by the company’s staff at the staff representative assembly, general staff meeting or otherwise. Directors and senior management shall not act concurrently as supervisors.

Each term of office of a supervisor is three years and he/she may serve consecutive terms if reelected. A supervisor shall continue to perform his/her duties as a supervisor in accordance with the laws, administrative regulations and the articles of association until a duly re-elected supervisor takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office or if the resignation of supervisors results in the number of supervisors being less than the quorum.

The supervisory board may exercise its powers: (1) to review the company’s financial position; (2) to supervise the directors and senior management in their performance of their duties and to propose the removal of directors and senior management who have violated laws, regulations, the articles of association or resolutions of the shareholders’ general meetings; (3) when the acts of a director or senior management are detrimental to the company’s interests, to require the director and senior management to correct these acts; (4) to propose the convening of extraordinary shareholders’ general meetings and to convene and preside over shareholders’ general meetings when the board fails to perform the duty of convening and presiding over shareholders’ general meetings under the PRC Company Law;

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(5) to submit proposals to the shareholders’ general meetings; (6) to bring actions against directors and senior management pursuant to the relevant provisions of the PRC Company Law; and (7) to exercise any other authority stipulated in the articles of association.

Supervisors may be present at board meetings and make inquiries or proposals in respect of the resolutions of the board. The supervisory board may investigate any irregularities identified in the operation of the company and, when necessary, may engage an accounting firm to assist its work at the cost of the company.

The supervisory board shall appoint a chairman and may appoint a vice chairman. The chairman and the vice chairman of the supervisory board shall be elected by more than half of the supervisors. According to the Reply of the Overseas Listing Department of CSRC and the Production System Department of the State Commission for Restructuring the Economic System on Opinions Concerning the Supplement and Amendment to Articles of Association by Companies to Be Listed in Hong Kong (《中國證監會海外上市部、國家體改委生產 體制司關於到香港上市公司對公司章程作補充修改的意見的函》), which is promulgated and implemented on April 3, 1995, the chairman of the supervisory board shall be selected by more than two-thirds of all supervisors.

The chairman of the supervisory board shall convene and preside over supervisory board meetings. Where the chairman of the supervisory board is incapable of performing or is not performing his/her duties, the vice chairman of the supervisory board shall convene and preside over supervisory board meetings. Where the vice chairman of the supervisory board is incapable of performing or is not performing his/her duties, a supervisor recommended by more than half of the supervisors shall convene and preside over supervisory board meetings.

Manager and Senior Management Under the PRC Company Law, a company shall have a manager who shall be appointed or removed by the board of directors. The manager, who reports to the board of directors, may exercise his/her powers: (1) to manage the production and operation and administration of the company and arrange for the implementation of the resolutions of the board of directors; (2) to arrange for the implementation of the company’s annual operation plans and investment proposals; (3) to formulate proposals for the establishment of the company’s internal management organs; (4) to formulate the fundamental management system of the company; (5) to formulate the company’s specific rules and regulations; (6) to recommend the appointment or dismissal of any deputy manager and any financial officer of the company; (7) to appoint or dismiss management personnel (other than those required to be appointed or dismissed by the board of directors); and (8) to exercise any other authority granted by the board of directors.

Other provisions in the articles of association on the manager’s powers shall also be complied with. The manager shall be present at meetings of the board of directors. However, the manager shall have no voting rights at meetings of the board of directors unless he/she concurrently serves as a director.

According to the PRC Company Law, senior management refers to the manager, deputy manager, financial officer, secretary to the board of a listed company and other personnel as stipulated in the articles of association.

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Duties of Directors, Supervisors and Senior Management Directors, supervisors and senior management are required under the PRC Company Law to comply with the relevant laws, administrative regulations and the articles of association, and carry out their duties of loyalty and diligence.

Directors, supervisors and senior management are prohibited from abusing their authority in accepting bribes or other unlawful income and from misappropriating the company’s property.

Directors and senior management are prohibited from: (1) misappropriating company funds; (2) depositing company funds into accounts under their own names or the names of other individuals to deposit; (3) loaning company funds to others or providing guarantees in favor of others supported by company’s property in violation of the articles of association or without approval of the shareholders’ general meeting or the board of directors; (4) entering into contracts or transactions with the company in violation of the articles of association or without approval of the shareholders’ general meeting; (5) using their position to procure business opportunities for themselves or others that should have otherwise been available to the company or operating businesses similar to that of the company for their own benefits or on behalf of others without approval of the shareholders’ general meeting; (6) accepting commissions paid by a third party for transactions conducted with the company; (7) unauthorized divulgence of confidential information of the company; and (8) other acts in violation of their duty of loyalty to the company.

Income generated by directors or senior management in violation of aforementioned shall be returned to the company.

A director, supervisor or senior management who contravenes law, administrative regulation or articles of association in the performance of his/her duties resulting in any loss to the company shall be liable to the company for compensation.

Where a director, supervisor or senior management is required to attend a shareholders’ general meeting, such director, supervisor or senior management shall attend the meeting and answer the inquiries from shareholders. Directors and senior management shall furnish all true information and data to the supervisory board, without impeding the discharge of duties by the supervisory board or supervisors.

Where a director or senior management contravenes law, administrative regulation or articles of association in the performance of his/her duties resulting in any loss to the company, shareholder(s) holding individually or in aggregate no less than 1% of the company’s shares consecutively for at least 180 days may request in writing that the supervisory board institute litigation at a people’s court on its behalf. Where the supervisory violates the laws or administrative regulations or the articles of association in the discharge of its duties resulting in any loss to the company, such shareholder(s) may request in writing that the board of directors institute litigation at a people’s court on its behalf. If the supervisory board or the board of directors refuses to institute litigation after receiving this written request from the shareholder(s), or fails to institute litigation within 30 days of the date of receiving the request, or in case of emergency where failure to institute litigation immediately will result in irrecoverable damage to the company’s interests, such shareholder(s) shall have the power to institute litigation directly at a people’s court in its own name for the company’s benefit. For other parties who infringe the lawful interests of the company resulting in loss to the company, such shareholder(s) may institute litigation at a

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The Special Regulations and the Mandatory Provisions provide that a company’s directors, supervisors, manager and other senior management shall have duty of loyalty to the company. They are required to faithfully perform their duties, to protect the interests of the company and not to use their positions in the company for their own benefits. The Mandatory Provisions contain detailed stipulations on these duties.

Finance and Accounting A company shall establish its own financial and accounting systems according to the laws, administrative regulations and the regulations of the competent financial departments of the State Council. At the end of each financial year, a company shall prepare a financial report which shall be audited by an accounting firm in accordance with the laws. The financial and accounting reports shall be prepared in accordance with the laws, administrative regulations and the regulations of the financial departments of the State Council.

The company’s financial reports shall be made available for shareholders’ inspection at the company 20 days before the convening of an annual general meeting. A joint stock limited company that makes public stock offerings shall publish its financial reports.

When distributing each year’s profits after taxation, the company shall set aside 10% of its profits after taxation for the company’s statutory common reserve fund until the fund has reached 50% or more of the company’s registered capital. When the company’s statutory common reserve fund is not sufficient to make up for the company’s losses for the previous years, the current year’s profits shall first be used to make good the losses before any allocation is set aside for the statutory common reserve fund. After the company has made allocations to the statutory common reserve fund from its profits after taxation, it may, upon passing a resolution at a shareholders’ general meeting, make further allocations from its profits after taxation to the discretionary common reserve fund. After the company has made good its losses and made allocations to its discretionary common reserve fund, the remaining profits after taxation shall be distributed in proportion to the number of shares held by the shareholders, except for those which are not distributed in a proportionate manner as provided by the articles of association.

Profits distributed to shareholders by a resolution of a shareholders’ general meeting or the board of directors before losses have been made good and allocations have been made to the statutory common reserve fund in violation of the requirements described above must be returned to the company. The company shall not be entitled to any distribution of profits in respect of shares held by it.

The premium over the nominal value of the shares of the company earned from the issue of share and other income as required by CSRC to be treated as the capital reserve fund shall be accounted for as the capital reserve fund. The common reserve fund of a company shall be applied to make good the company’s losses, expand its business operations or increase its capital. The capital reserve fund, however, shall not be used to make good the company’s losses. Upon the transfer of the statutory common reserve fund into capital, the balance of the fund shall not be less than 25% of the registered capital of the company before such transfer.

The company shall have no accounting books other than the statutory books. The company’s assets shall not be deposited in any account opened under the name of an individual.

Appointment and Retirement of Accounting Firm Pursuant to the PRC Company Law, the engagement or dismissal of an accounting firm responsible for the company’s auditing shall be determined by a shareholders’ general meeting or the board of directors in accordance with the articles of association. The accounting firm should be allowed to make representations when

— IV-14 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS the shareholders’ general meeting or the board of directors conduct a vote on the dismissal of the accounting firm. The company should provide true and complete accounting evidence, accounting books, financial and accounting reports and other accounting information to the engaged accounting firm without any refusal or withholding or falsification of information.

The Special Regulations require a company to engage an independent qualified accounting firm to audit the company’s annual reports and to review and check other financial reports of the company. The accounting firm’s term of office shall commence from the end of the shareholders’ annual general meeting to the end of the next shareholders’ annual general meeting.

Profit Distribution According to the PRC Company Law, a company shall not distribute profits before losses are covered and the statutory common reserve fund is provided. The Special Regulations require that any dividend and other distribution to shareholders of overseas-listed foreign shares shall be declared and calculated in RMB and paid in foreign currency.

Under the Mandatory Provisions, a company shall make foreign currency payments to shareholders through receiving agents.

Amendments to the Articles of Association Pursuant to PRC Company Law, the resolution of a shareholders’ general meeting regarding any amendment to the articles of association requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting. Pursuant to the Mandatory Provisions, the company may amend its articles of association according to the laws, administrative regulations and the articles of association. The amendment to articles of association involving content of the Mandatory Provisions will only be effective upon approval of the department in charge of company examination and approval and the securities regulatory department of the State Council authorized by the State Council, while the amendment to articles of association involving matters of company registration must be registered with the relevant authority in accordance with applicable laws.

Dissolution and Liquidation Under the PRC Company Law, a company shall be dissolved for any of the following reasons: (1) the term of its operation set out in the articles of association has expired or other events of dissolution specified in the articles of association have occurred; (2) the shareholders’ general meeting resolved to dissolve the company; (3) the company is dissolved by reason of its merger or division; (4) the business license of the company is revoked or the company is ordered to close down or to be dissolved in accordance with the laws; (5) the company is dissolved by a people’s court in response to the request of shareholders holding shares that represent more than 10% of the voting rights of all shareholders of the company, on the grounds that the operation and management of the company has suffered serious difficulties that cannot be resolved through other means, rendering ongoing existence of the company a cause for significant losses to the shareholders.

In the event of paragraph 1 above, the company may carry on its existence by amending its articles of association. The amendments to the articles of association in accordance with the provisions described above shall require the approval of more than two-thirds of voting rights of shareholders attending a shareholders’ general meeting.

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Where the company is dissolved under the circumstances set forth in paragraph 1, 2, 4 or 5 above, it should establish a liquidation committee within 15 days of the date on which the dissolution matter occurs. The liquidation committee shall be composed of directors or any other person determined by a shareholders’ general meeting. If a liquidation committee is not established within the prescribed period, the company’s creditors may file an application with a people’s court to appoint relevant personnel to form a liquidation committee to administer the liquidation. The people’s court should accept such application and form a liquidation committee to conduct liquidation in a timely manner.

The liquidation committee may exercise following powers during the liquidation: (1) to sort out the company’s assets and to prepare the statement of financial position and inventory of assets; (2) to notify creditors through notice or public announcement; (3) to deal with the outstanding businesses related to the liquidation; (4) to pay any tax overdue as well as tax expenses arising from the process of liquidation; (5) to settle the claims and liabilities; (6) to handle the company’s remaining assets after its debts have been paid off; (7) to represent the company in any civil procedures.

The liquidation committee shall notify the company’s creditors within 10 days of its establishment, and publish an announcement in newspapers within 60 days.

A creditor shall lodge his claim with the liquidation committee within 30 days of receipt of the notification or within 45 days of the date of the announcement if he has not received any notification. A creditor shall report all matters relevant to his claimed creditor’s rights and furnish relevant evidence. The liquidation committee shall register such creditor’s rights. The liquidation committee shall not make any settlement to creditors during the period of the claim.

Upon disposal of the company’s property and preparation of the required statement of financial position and inventory of assets, the liquidation committee shall draw up a liquidation plan and submit this plan to a shareholders’ general meeting or a people’s court for endorsement. The remaining part of the company’s assets, after payment of liquidation expenses, employee wages, social insurance expenses and statutory compensation, outstanding taxes and the company’s debts, shall be distributed to shareholders in proportion to shares held by them. The company shall continue to exist during the liquidation period, although it cannot conduct operating activities that are not related to the liquidation. The company’s property shall not be distributed to shareholders before repayments are made in accordance with the requirements described above.

Upon liquidation of the company’s property and preparation of the required statement of financial position and inventory of assets, if the liquidation committee becomes aware that the company does not have sufficient assets to meet its liabilities, it must apply to a people’s court for a declaration of bankruptcy in accordance with the laws. Following such declaration by the people’s court, the liquidation committee shall hand over the administration of the liquidation to the people’s court.

Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report and submit it to the shareholders’ general meeting or a people’s court for confirmation of its completion. Following such confirmation, the report shall be submitted to the company registration authority to cancel the company’s registration, and an announcement of its termination shall be published. Members of the liquidation committee are required to discharge their duties in good faith and perform their obligation in compliance with laws. Members of the liquidation committee shall be prohibited from abusing their authority in accepting bribes or other unlawful income and from misappropriating the company’s properties. Members of the liquidation committee are liable to indemnify the company and its creditors in respect of any loss arising from their willful or material default.

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Liquidation of a company declared bankrupt according to laws shall be processed in accordance with the laws on corporate bankruptcy.

Overseas Listing Pursuant to the Special Regulations, the shares of a company shall only be listed overseas after obtaining approval from CSRC.

According to Rule 2(6) of the Regulatory Guidelines for the Application Documents and Examination Procedures for the Overseas Share Issuance and Listing by Joint Stock Limited Companies (《關於股份有限公司 境外發行股票和上市申報文件及審核程序的監管指引》) promulgated by CSRC (effective from January 1, 2013), the approval documents for overseas stock issuance and listing by the company granted by CSRC shall be valid for a period of 12 months.

Loss of Share Certificates A shareholder may, in accordance with the public notice procedures set out in the PRC Civil Procedure Law, apply to a people’s court if his share certificate(s) in registered form is either stolen, lost or destroyed, for a declaration that such certificate(s) will no longer be valid. After the people’s court declares that such certificate(s) will no longer be valid, the shareholder may apply to the company for the issue of a replacement certificate(s).

The Mandatory Provisions provides for a separate procedure regarding the loss of share certificates of overseas-listed foreign shares or of H share certificates, details of which are set out in our Articles of Association.

Suspension and Termination of Listing The PRC Company Law has deleted provisions governing suspension and termination of listing. The PRC Securities Law (《中華人民共和國證券法》) (revised in 2019) has also deleted the provisions governing suspension of listing. Where listed securities fall under the termination of listing circumstances stipulated by the stock exchange, the stock exchange shall terminate its listing and trading in accordance with the business rules.

Where the stock exchange decides to terminate the listing and trading of securities, it shall promptly announce and file records with the securities regulatory authority of the State Council.

Merger and Division A merger agreement shall be signed by merging companies and the involved companies shall prepare respective statement of financial position and inventory of assets. The companies shall within 10 days of the date of passing the resolution approving the merger notify their respective creditors and publicly announce the merger in newspapers within 30 days. A creditor may, within 30 days of receipt of the notification, or within 45 days of the date of the announcement if he has not received the notification, request the company to settle any outstanding debts or provide relevant guarantees. In case of a merger, the credits and debts of the merging parties shall be assumed by the surviving or the new company.

In case of a division, the company’s assets shall be divided and a statement of financial position and an inventory of assets shall be prepared. When a resolution regarding the company’s division is approved, the company should notify all its creditors within 10 days of the date of passing such resolution and publicly announce the division in newspapers within 30 days. Unless an agreement in writing is reached with creditors before the company’s division in respect of the settlement of debts, the liabilities of the company which have accrued prior to the division shall be jointly borne by the divided companies.

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Changes in the business registration of the companies as a result of the merger or division shall be registered with the relevant administration authority for industry and commerce.

In accordance with the laws, cancelation of a company shall be registered when a company is dissolved and incorporation of a company shall be registered when a new company is incorporated.

THE PRC SECURITIES LAWS AND REGULATIONS The PRC has promulgated a number of regulations that relate to the issue and trading of shares and disclosure of information. In October 1992, the State Council established the Securities Committee and the CSRC. The Securities Committee is responsible for coordinating the drafting of securities regulations, formulating securities-related policies, planning the development of securities markets, directing, coordinating and supervising all securities related institutions in the PRC and administering the CSRC. The CSRC is the regulatory arm of the Securities Committee and is responsible for the drafting of regulatory provisions of securities markets, supervising securities companies, regulating public offers of securities by PRC companies in the PRC or overseas, regulating the trading of securities, compiling securities related statistics and undertaking relevant research and analysis. In April 1998, the State Council consolidated the two departments and reformed the CSRC.

The Interim Provisional Regulations on the Administration of Share Issuance and Trading (《股票發行與交 易管理暫行條例》) deals with the application and approval procedures for public offerings of equity securities, trading in equity securities, the acquisition of listed companies, deposit, settlement and transfer of equity securities, the disclosure of information with respect to a listed company, investigation, penalties and dispute settlement.

On December 25, 1995, the State Council promulgated the Regulations of the State Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies (《國務院關於股份有限公司境內上市外資股 的規定》). These regulations principally govern the issue, subscription, trading and declaration of dividends and other distributions of domestic listed foreign shares and disclosure of information of joint stock limited companies having domestic listed foreign shares.

The Securities Law of the PRC (《中華人民共和國證券法》) (the “PRC Securities Law”) came into effect on July 1, 1999 and was revised as of August 28, 2004, October 27, 2005, June 29, 2013, August 31, 2014 and December 28, 2019 respectively. The PRC Securities Law amended on December 28, 2019 and came into effect on March 1, 2020, is divided into 14 chapters and 226 articles, including securities issuance, securities trading, securities listing, acquisition of listed companies.

Article 224 of the PRC Securities Law stipulates that a domestic enterprise shall comply with the relevant provisions of the State Council in issuing securities or listing its securities abroad directly or indirectly. Currently, the issue and trading of foreign issued securities (including shares) are principally governed by the regulations and rules promulgated by the State Council and CSRC.

Arbitration and Enforcement of Arbitral Awards The Arbitration Law of the PRC (《中華人民共和國仲裁法》) (the “PRC Arbitration Law”) was enacted by the Standing Committee of the NPC on August 31, 1994, which became effective on September 1, 1995 and was amended on August 27, 2009 and September 1, 2017, respectively. It is applicable to, among other matters, economic disputes involving foreign parties where all parties have entered into a written agreement to resolve disputes by arbitration before an arbitration committee constituted in accordance with the PRC Arbitration Law. The PRC Arbitration Law provides that an arbitration committee may, before the promulgation of arbitration regulations by the PRC Arbitration Association, formulate interim arbitration rules in accordance with the PRC Arbitration Law and the PRC Civil Procedure Law. Where the parties have agreed to settle disputes by means of arbitration, a people’s court will refuse to handle a legal proceeding initiated by one of the parties at such people’s court, unless the arbitration agreement is invalid.

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The Listing Rules and the Mandatory Provisions require an arbitration clause to be included in the articles of association of a company listed in Hong Kong and, in the case of the Listing Rules, also in contracts between the company and each director or supervisor. Pursuant to such clause, whenever a dispute or claim arises from any right or obligation provided in the articles of association, the PRC Company Law or other relevant laws and administrative regulations concerning the affairs of the company between (i) a holder of overseas listed foreign shares and the company; (ii) a holder of overseas listed foreign shares and a holder of domestic shares; or (iii) a holder of overseas listed foreign shares and the company’s directors, supervisors or other management personnel, such parties shall be required to refer such dispute or claim to arbitration at either the China International Economic and Trade Arbitration Commission (“CIETAC”) or the Hong Kong International Arbitration Center (“HKIAC”). Disputes in respect of the definition of shareholder and disputes in relation to the company’s shareholder registry need not be resolved by arbitration. If the party seeking arbitration elects to arbitrate the dispute or claim at the HKIAC, then either party may apply to have such arbitration conducted in Shenzhen in accordance with the securities arbitration rules of the HKIAC.

Under the PRC Arbitration Law and PRC Civil Procedure Law, an arbitral award shall be final and binding on the parties involved in the arbitration. If any party fails to comply with the arbitral award, the other party to the award may apply to a people’s court for its enforcement. The people’s court can issue a ruling prohibiting the enforcement of an arbitral award made by an arbitration commission after verification by collegial bench formed by the people’s court if there is any procedural irregularity (including but not limited to irregularity in the composition of the arbitration tribunal or arbitration proceedings, the jurisdiction of the arbitration commission, or the making of an award on matters beyond the scope of the arbitration agreement).

Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC against a party who or whose property is not located within the PRC may apply to a foreign court with jurisdiction over the case for recognition and enforcement of the award. Likewise, an arbitral award made by a foreign arbitral body may be recognized and enforced by a PRC court in accordance with the principle of reciprocity or any international treaties concluded or acceded to by the PRC.

The PRC acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (《承 認及執行外國仲裁裁決公約》) (the “New York Convention”) adopted on June 10, 1958 pursuant to a resolution passed by the Standing Committee of the NPC on December 2, 1986. The New York Convention provides that all arbitral awards made in a state which is a party to the New York Convention shall be recognized and enforced by other parties thereto subject to their rights to refuse enforcement under certain circumstances, including where the enforcement of the arbitral award is against the public policy of that state. At the time of the PRC’s accession to the Convention, the Standing Committee of the NPC declared that (i) the PRC will only apply the Convention to the recognition and enforcement of arbitral awards made in the territories of other parties based on the principle of reciprocity; and (ii) the New York Convention will only be applied to disputes deemed under PRC laws to be arising from contractual or non-contractual mercantile legal relations.

An arrangement for mutual enforcement of arbitral awards between Hong Kong and the Supreme People’s Court of China was reached. The Supreme People’s Court of China adopted the Arrangements on the Mutual Enforcement of Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region (《關 於內地與香港特別行政區相互執行仲裁裁決的安排》) on June 18, 1999, which went into effect on February 1, 2000. The arrangements reflects the spirit of the New York Convention. Under the arrangements, the awards by the Mainland arbitral bodies recognized by Hong Kong may be enforced in Hong Kong and the awards by the Hong Kong arbitral bodies according to the Arbitration Ordinance of Hong Kong SAR may also be enforced in the Mainland China. If the Mainland court finds that the enforcement of awards made by the Hong Kong arbitral bodies in the Mainland will be against public interests of the Mainland, or the court of Hong Kong SAR decides that the enforcement of the arbitral awards in Hong Kong SAR will be against public policies of Hong Kong SAR, the awards may not be enforced.

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Judicial Judgment and its Enforcement According to the Arrangement on Mutual Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland China and of the Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned (《最高人民法院關於內地與香港特別行政區法院相互認可和 執行當事人協議管轄的民商事案件判決的安排》) promulgated by the Supreme People’s Court on July 3, 2008 and implemented on August 1, 2008, in the case of final judgment, defined with payment amount and enforcement power, made between the People’s Court of the Mainland and the court of the Hong Kong SAR in a civil and commercial case with written jurisdiction agreement, any party concerned may apply to the People’s Court of the Mainland or the court of the Hong Kong SAR for recognition and enforcement based on this arrangement. “Choice of court agreement in written” refers to a written agreement defining the exclusive jurisdiction of either the People’s Court of the Mainland or the court of the Hong Kong SAR in order to resolve dispute with particular legal relation occurred or likely to occur by the party concerned. Therefore, the party concerned may apply to the People’s Court of the Mainland or the court of the Hong Kong SAR to recognize and enforce the final judgment made in China or Hong Kong that meet certain conditions of the aforementioned regulations.

2. MATERIAL DIFFERENCES BETWEEN CERTAIN ASPECTS OF COMPANY LAW IN THE PRC AND HONG KONG As a joint stock limited company incorporated in the PRC that is seeking a [REDACTED] of shares on the Stock Exchange, we are governed by the PRC Company Law and all other rules and regulations promulgated pursuant to the PRC Company Law.

Set out below is a summary of certain material differences between Hong Kong company law and the PRC Company Law. This summary is, however, not intended to be an exhaustive comparison.

Corporate Existence Under Hong Kong company law, a company with share capital, is incorporated by the Registrar of Companies in Hong Kong which issues a certificate of incorporation to the Company upon its incorporation and the company will acquire an independent corporate existence. A company may be incorporated as a public company or a private company. Pursuant to the Companies Ordinance, the articles of association of a private company incorporated in Hong Kong shall contain certain preemptive provisions. A public company’s articles of association do not contain such pre-emptive provisions.

Under the PRC Company Law, a joint stock limited company may be incorporated by promotion or public subscription.

Share Capital The PRC Company Law does not provide for authorized share capital. Any increase in the registered capital of the PRC company must be approved by the shareholders’ general meeting and shall be approved by the relevant PRC governmental and regulatory authorities (if applicable). The directors of a Hong Kong company may, with the prior approval of the shareholders if required, issue new shares of the company.

Under the PRC Securities Law, a company which is authorized by the relevant securities regulatory authority to list its shares on a stock exchange must have a total registered capital of not less than RMB30 million. The Companies Ordinance does not have minimum capital requirement for companies incorporated in Hong Kong.

Under the PRC Company Law, the shares may be subscribed for in the form of money or non-monetary assets (other than assets not entitled to be used as capital contributions under relevant laws or administrative regulations). For non-monetary assets to be used as capital contributions, appraisals must be carried out to ensure there is no overvaluation or undervaluation of the assets. There is no such restriction for companies incorporated in Hong Kong.

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Restrictions on Shareholding and Transfer of Shares Generally, domestic shares, which are denominated and subscribed for in Renminbi, may only be subscribed for or traded by the State, PRC legal persons, natural persons and other investment institutions as permitted by laws and regulations. Overseas listed shares, which are denominated in Renminbi and subscribed for in a currency other than Renminbi, may only be subscribed for, and traded by, investors from Hong Kong, Macau SAR and Taiwan or any country and territory outside the PRC, or qualified domestic institutional investors. If the H shares are eligible securities under the Southbound Trading Link, they are also subscribed for and traded by PRC investors in accordance with the rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.

Under the PRC Company Law, a promoter of a joint stock limited company is not allowed to transfer the shares it holds for a period of one year after the date of establishment of the company. Shares in issue prior to a public offering of the company cannot be transferred within one year from the listing date of the shares on a stock exchange. Shares in a joint stock limited liability company held by its directors, supervisors and senior management and transferred each year during their term of office shall not exceed 25% of the total shares they held in a company, and the shares they held in a company cannot be transferred within one year from the listing date of the shares, and also cannot be transferred within half a year after the said personnel has left office. The articles of association may set other restrictive requirements on the transfer of a company’s shares held by its directors, supervisors and senior management.

There are no such restrictions on shareholdings and transfers of shares under Hong Kong law apart from the six-month lockup on the company’s issue of shares and the 12-month lockup on controlling shareholders’ disposal of shares.

Financial Assistance for Acquisition of Shares The PRC Company Law does not prohibit or restrict a joint stock limited company or its subsidiaries from providing financial assistance for the purpose of an acquisition of its own or its holding company’s shares. However, the Mandatory Provisions contain certain restrictions on a company and its subsidiaries on providing such financial assistance similar to those under the Hong Kong company law.

Notice of Shareholders’ General Meetings Under the PRC Company Law, notice of annual general meeting must be given not less than 20 days before the date of the meeting. According to the Reply on Adjustment of the Notice Period for General Meeting and Other Matters Applicable to Overseas Listed Company (《國務院關於調整適用在境外上市公司召開股東大會通知 期限等事項規定的批覆》) issued by the State Council on October 17, 2019, for a joint stock limited company established in the PRC but listed outside the PRC, the notice period of general meeting, shareholders right to formulate proposals and the procedures for convening a general meeting shall be subject to the PRC Company Law.

For a company incorporated in Hong Kong, the notice period for an annual general meeting is at least 21 days and in any other case, at least 14 days for a limited company and at least 7 days for an unlimited company.

Quorum for Shareholders’ General Meetings The PRC Company Law does not specify any quorum requirement for a shareholders’ general meeting, but the Special Regulations and the Mandatory Provisions provide that general meetings may only be convened when replies to the notice of that meeting have been received from shareholders whose shares represent at least 50% of the voting rights at least twenty (20) days before the proposed date of the meeting, or if that 50% level is not achieved, the company shall within five days notify its shareholders again by way of a public announcement and the shareholders’ general meeting may be held thereafter.

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Under Hong Kong law, the quorum for a general meeting must be at least two members unless the articles of association of the company otherwise provide. For companies with only one member, the quorum must be one member.

Voting Rights at Shareholders’ General Meetings Under the PRC Company Law, the passing of any resolution requires more than one-half of the affirmative votes held by our shareholders present in person or by proxy at a shareholders’ general meeting except in cases such as proposed amendments to our Articles of Association, increase or decrease of registered capital, merger, division, dissolution or change of corporate form, which require two-thirds of the affirmative votes cast by shareholders present in person or by proxy at a shareholders’ general meeting.

Under Hong Kong law, an ordinary resolution is passed by a simple majority of votes cast by members present in person or by proxy at a general meeting and a special resolution is passed by a majority of not less than three fourths of votes cast by members present in person or by proxy at a general meeting.

Variation of Class Rights The PRC Company Law makes no specific provision relating to variation of class rights. However, the PRC Company Law states that the State Council can promulgate requirements relating to other kinds of shares. The Mandatory Provisions contain detailed provisions relating to the circumstances which are deemed to be variations of class rights and the approval procedures required to be followed in respect thereof. These provisions have been incorporated in the Articles of Association, which are summarized in the appendix to this document.

We have incorporated provisions to protect the rights of class shares into the Articles of Association in accordance with the Mandatory Provisions. The Articles of Association define the holders of overseas listed shares and domestic shares as shareholders of different classes of shares. The special procedure for voting by class shareholders is not applicable in the following circumstances: (1) after approval by a special resolution in shareholders’ general meeting, the Company issue domestic shares and overseas listed foreign shares separately or at the same time at an interval of 12 months, and the proposed number of domestic shares and overseas listed foreign shares to be issued respectively will not exceed 20% of the outstanding issued shares of such class; (2) the plans to issue domestic shares and overseas listed foreign shares upon establishment of the Company are completed within 15 months from the date of approval by the securities regulatory authority of the State Council; and (3) after the Company has issued H shares in an overseas region, and after approval has been granted by the State Council or the securities regulatory authority of the State Council, the shareholders of the Company offer the unlisted shares held by them for listing and dealing in overseas regions.

Under the Companies Ordinance, no rights attached to any class of shares can be varied except: (i) If there are provisions in the articles of association relating to the variation of those rights, then in accordance with those provisions; (ii) If there are no relevant provisions in the articles of associations, then (1) with the writing consent of at least three fourths of the total voting rights of holders of the shares in the class in question, or (2) approved with a special resolution by the holders of the relevant class at a separate meeting.

Derivative Action by Minority Shareholders Pursuant to the PRC Company Law, in the event where the directors and senior management of a joint stock limited company violate laws, administrative regulations or its articles of association, resulting in losses to the company, the shareholders individually or jointly holding over 1% of the shares in the company for more than 180 consecutive days may request in writing the board of supervisors to initiate proceedings in the people’s court. In the event that the supervisors violates as such, the above said shareholders may send written request to the board of directors to initiate proceedings in the people’s court. Upon receipt of such written request from the

— IV-22 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS shareholders, if the board of supervisors or the board of directors refuses to initiate such proceedings, or has not initiated proceedings within 30 days upon receipt of the request, or if under urgent situations, failure of initiating immediate proceeding may cause irremediable damages to the company, the above said shareholders shall, for the benefit of the company’s interests, have the right to initiate proceedings directly to the court in their own name.

In addition, the Mandatory Provisions provide us with certain remedies against the Directors, Supervisors and senior management who breach their duties to the Company. In addition, as a condition to the listing of overseas listed foreign Shares on the Hong Kong Stock Exchange, each director and supervisor of a joint stock limited company is required to give an undertaking to observe the articles of association in favor of the company. This allows minority Shareholders to take action against our Directors and Supervisors in default.

Under Hong Kong company law, a shareholder may, with the leave of the Court, start a derivative action on behalf of a company for any misconduct committed by its directors against the company. For example, leave may be granted where the directors control a majority of votes at a general meeting, and could thereby prevent the company from suing the directors in its own name.

Minority Shareholder Protection The PRC Company Law provides that any shareholders holding 10% or above of voting rights of all issued shares of company may request a People’s Court to dissolve the company to the extent that the operation or management of the company experiences any serious difficulties and its continuous existence would cause serious losses to them, and no other alternatives can resolve such difficulties.

The Company, as required by the Mandatory Provisions, has provided in its Articles of Association minority Shareholder protection provisions. These provisions state that a controlling shareholder may not exercise its voting rights in a manner prejudicial to the interests of other shareholders, may not relieve a director or supervisor of his duty to act honestly in our best interests or may not approve the expropriation by a director or supervisor of our assets or the individual rights of other shareholders.

Under Hong Kong law, the company may be wound up by the court if the court considers that it is just and equitable to do so, in addition, a shareholder who complains that the affairs of a company incorporated in Hong Kong are conducted in a manner unfairly prejudicial to his interests may petition to the court to make an appropriate order regulating the affairs of the company. Furthermore, under certain circumstances, the Financial Secretary of Hong Kong may appoint inspectors who are given extensive statutory powers to investigate the affairs of a company incorporated in Hong Kong.

Directors The PRC Company Law, unlike the Companies Ordinance, does not contain any requirements relating to the declaration of directors’ interests in material contracts, restrictions on directors’ authority in making major dispositions, restrictions on companies providing certain benefits to directors and indemnification in respect of directors’ liability and prohibitions against compensation for loss of office without shareholders’ approval. The Mandatory Provisions, however, contain certain requirements and restrictions on major disposals and specify the circumstances under which a director may receive compensation for loss of office.

Board of Supervisors Under the PRC Company Law, a joint stock limited company’s directors and senior management are subject to the supervision of a board of supervisors. There is no mandatory requirement for the establishment of a board of supervisors for a company incorporated in Hong Kong.

The Mandatory Provisions provide that each supervisor owes a duty, in the exercise of his powers, to act in good faith and honestly in what he considers to be in the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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Fiduciary Duties Under the Special Regulations, directors, supervisors, managers and other members of senior management of the company shall honestly and diligently perform their duties for the company. In Hong Kong, there is the common law concept of the fiduciary duty of directors.

Financial Disclosure Under the PRC Company Law, a joint stock limited company is required to make available at the company for inspection by shareholders its financial report 20 days before its annual general meeting. In addition, a joint stock limited company of which the shares are publicly offered must publish its financial report. The Companies Ordinance requires a company incorporated in Hong Kong to send to every shareholder a copy of its balance sheet, auditors’ report and directors’ report, which are to be presented before the company in its annual general meeting, not less than 21 days before such meeting.

According to the PRC laws, a company shall prepare its financial accounting reports as at the end of each accounting year, and submit the same to accounting firms for auditing as required by law. The Mandatory Provisions require that a company must, in addition to preparing financial statements according to the Chinese accounting standards and regulations, have its financial statements prepared and audited in accordance with International Accounting Standards or Hong Kong Accounting Standards and its financial statements must also contain a statement of the financial effect of the material differences (if any) from the financial statements prepared in accordance with the Chinese accounting standards.

The Special Regulations require that there should not be any inconsistency between the information disclosed within and outside the PRC and that, to the extent that there are differences in the information disclosed in accordance with the relevant PRC and overseas laws, regulations and requirements of the relevant stock exchanges, such differences should also be disclosed simultaneously.

Information on Directors and Shareholders The PRC Company Law gives shareholders the right to inspect the company’s articles of association, minutes of the general meetings and financial and accounting reports. Under the articles of association, shareholders have the right to inspect and copy (at reasonable charges) certain information on shareholders and directors which is similar to the shareholders’ rights of Hong Kong companies under Hong Kong law.

Receiving Agent Under the PRC Company Law, dividends once declared will become debts payable to shareholders.

The Mandatory Provisions require that the relevant company shall appoint a receiving agent for shareholders who hold overseas listed foreign shares, and the receiving agent shall receive on behalf of such holders of shares dividends declared and other monies owed by the company in respect of its overseas listed foreign shares.

Under the Hong Kong law, dividends once declared by the board of directors will become debts payable to shareholders. The limitation period for debt recovery action under Hong Kong law is six years, and three years under the PRC law.

Corporate Reorganization Under the PRC Company Law amended by the Standing Committee of the NPC and came into effect on October 26, 2018, the merger, division, dissolution or change of the corporate form of a joint stock limited company shall be approved by more than two-thirds of the voting rights held by the shareholders at the shareholders’ general meeting.

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Corporate reorganization involving a company incorporated in Hong Kong may be effected in a number of ways, such as by way of transfer of the whole or part of the business or property of the company in the course of voluntary winding up to another company pursuant to Section 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, or by way of a compromise or arrangement between the company and its creditors or between the company and its members pursuant to Section 673 and Division 2 of Part 13 of the Companies Ordinance, which requires the sanction of the court. In addition, subject to the shareholders’ approval, wholly-owned subsidiaries within the Group company may also be integrated horizontally or vertically under the Companies Ordinance.

Special Drawing Under the PRC Company Law, a company is required to make transfers equivalent to certain prescribed percentages of its after tax profit to the statutory common reserve fund.

There are no such provisions under Hong Kong law.

Arbitration of Disputes The Mandatory Provisions provides that disputes between a holder of H shares and the Company, a holder of H shares and directors, supervisors, managers and other members of senior management of the Company or a holder of H shares and a holder of domestic listed shares, arising from the Articles of Association, the PRC Company Law or other relevant laws and administrative regulations which concerns the affairs of the Company should, with certain exceptions, be referred to arbitration at either the HKIAC or the China International Economic and Trade Arbitration Commission, at the claimant’s choice. Such arbitration is final and conclusive.

In Hong Kong, disputes between shareholders and a company or its directors, managers and other senior management may be resolved through the courts.

Statutory Deductions Under the PRC Company Law, a joint stock limited company is required to make transfers equivalent to certain prescribed percentages of its after tax profit to the statutory common reserve fund.

There are no such provisions under Hong Kong law.

Remedies of a Company Under the PRC Company Law, if a director, supervisor or senior management in carrying out his duties infringes any law, administrative regulation or the articles of association of a company, which results in damage to the company, that director, supervisor or manager should be responsible to the company for such damages.

The Listing Rules require listed companies’ articles of association to provide for remedies similar to those available under Hong Kong law (including rescission of the relevant contract and recovery of profits from a director, supervisor or senior management).

Dividends Pursuant to relevant PRC laws and regulations, the company in certain circumstances shall withhold, and pay to the relevant tax authorities, any tax payable under PRC law on any dividends or other distributions payable to a shareholder.

Under Hong Kong law, the limitation period for an action to recover a debt (including the recovery of dividends) is six years, whereas under PRC laws, the relevant limitation period is three years. The company must not exercise its powers to forfeit any unclaimed dividend after the expiry of the applicable limitation period.

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Closure of Register of Shareholders The Mandatory Provisions stipulates that share transfers shall not be registered within thirty (30) days before the date of convening a general meeting or within five days before the base date of the decision to distribution of dividends.

The Companies Ordinance requires that the register of shareholders of a company must not generally be closed for the registration of transfers of shares for more than 30 days (extendable to 60 days in certain circumstances) in a year.

— IV-26 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION

Set out below is a summary of the principal provisions of the Articles of Association, the main objective of which is to provide investors with an overview of the Articles of Association. As the information contained below is in summary form only, it may not contain all the information that may be important to potential investors.

The Articles of Association was approved at the shareholders’ general meeting on March 19, 2021, and will come into effect upon the date of [REDACTED].

The Articles of Association has been adopted or approved by the shareholders at the shareholders’ general meeting in accordance with applicable laws and regulations. The Articles of Association is complied with the PRC Company Law, the PRC Securities Law, the Special Regulations, the Mandatory Provisions, and the Reply on Opinions Concerning the Supplement and Amendment to Articles of Association by Companies to Be Listed in Hong Kong (《關於到香港上市公司對公司章程作補充修改的意見的函》).

POWER OF DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT TO ALLOT AND ISSUE SHARES There is no provision in the Articles of Association empowering our Directors, supervisors or other senior management to allot and issue shares.

Proposals to increase registered capital of the Company must be formulated by the Board and submitted for approval by an affirmative vote of at least two thirds or more of the voting rights at the shareholders’ general meeting. Any such increase is subject to the formal formalities prescribed by relevant laws and administrative regulations.

POWER TO DISPOSE OF FIXED ASSETS OF THE COMPANY The Board shall not dispose of or agree to dispose of any fixed assets without approval by the shareholders’ general meeting if the sum of the expected value of the fixed assets to be disposed of and the value derived from the disposal of fixed assets within four months before such proposed disposal of the fixed assets exceeds 33 percent of the value of the fixed assets as shown on the latest balance sheet considered and approved at the shareholders’ general meeting.

Disposals of fixed assets mentioned herein include transfer of certain asset interests, but do not include provision of security interests by pledge of fixed assets.

The validity of transactions whereby the Company disposes of fixed assets shall not be affected by the breach of above-mentioned restrictions contained in the Articles of Association.

EMOLUMENTS, COMPENSATION OR PAYMENTS FOR LOSS OF OFFICE The Company shall enter into a written contract with directors, supervisors and senior management of the Company concerning his/her emoluments. Such contracts shall be approved by the shareholders’ general meeting before they are entered into. The above-mentioned emoluments shall include:

Š emoluments in respect of his/her service as a director, supervisor or senior management of the Company;

Š emoluments in respect of his/her service as a director, supervisor or senior management of a subsidiary of the Company;

Š other emoluments in connection with the provision of management or other services to the Company or any subsidiary thereof; and

Š funds as compensation for his/her loss of office or retirement to the such directors and supervisors.

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A director or supervisor shall not sue the Company for any benefits due to him/her on the basis of the above-mentioned matters, except under a contract as mentioned above.

The contract entered into between the Company and each director or supervisor of the Company in respect of his/her emolument should provide that in the event of a takeover of the Company, a director or supervisor of the Company shall, subject to prior approval of the shareholders’ general meeting, have the right to receive the compensation or other funds obtainable for loss of office or retirement.

The term “a takeover of the Company” in the above paragraph shall refer to any of the following circumstances: Š a takeover offer made by any person to all Shareholders; or Š a takeover offer made by any person to enable the offeror to become a controlling shareholder as defined in the Articles of Association.

If the relevant director or supervisor fails to comply with the above-mentioned provisions, any fund received by him/her shall belong to those persons who have sold their shares as a result of their acceptance of the above-mentioned offer, and the expenses incurred in distribution of such fund on a pro rata basis shall be borne by the relevant director or supervisor and may not be paid out of such fund.

LOANS TO DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT The Company shall not, directly or indirectly, provide a loan or loan guarantee to the directors, supervisors, general manager (CEO) or other senior management of the Company and its controlling shareholders, and shall not provide a loan or loan guarantee to the related persons of any of the aforementioned personnel.

The above provisions shall not apply where: Š the Company provides a loan to the subsidiaries or provides a loan guarantee for the subsidiaries; Š pursuant to the appointment contract upon approval of the shareholders’ general meeting, the Company provides a loan, loan guarantee or other funds to directors, supervisors, general manager (CEO) or other senior management to pay any expenditures incurred by him/her for the benefits of the Company or for the purpose of performing his/her corporate duties, and Š where the ordinary course of business of the Company includes the provision of a loan or loan guarantee, the Company may provide a loan or loan guarantee to related directors, supervisors, general manager (CEO) or other senior management and their related persons on normal commercial terms.

FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY’S SHARES The Company or its subsidiaries shall not at any time provide any financial assistance in any form to purchasers or prospective purchasers of the shares in the Company. Such purchasers of the Company’s shares referred to above shall include persons that directly or indirectly undertake obligations for the purpose of purchasing shares in the Company.

The Company or its subsidiaries shall not at any time provide any financial assistance in any form to the above obligators in order to reduce or discharge their obligations. However, the following acts are not prohibited: Š where the Company provides the relevant financial assistance truthfully for the benefit of the Company and the main purpose of the financial assistance is not to purchase shares of the Company, or the financial assistance is an incidental part of an overall plan of the Company; Š lawful distribution of the Company’s property in the form of dividends; Š distribution of dividends in the form of shares;

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Š a reduction of registered capital, repurchase of shares, adjustment to shareholding structure effected in accordance with the Articles of Association; Š provision of a loan by the Company for its normal business activities within its scope of business (provided that the same does not lead to a reduction in the net assets of the Company or that if the same constitutes a reduction, the financial assistance is paid out of the Company’s distributable profits); Š the provision of funds by the Company for an employee shareholding plan (provided that the same does not lead to a reduction in the net assets of our Company or that if the same constitutes a reduction, the financial assistance is paid out of our Company’s distributable profits).

For these purposes: Š “financial assistance” shall include but not be limited to: Š gift; Š guarantee (including the assumption of liability by the guarantor or the provision of assets by the guarantor to secure the performance of obligations by the obligor), or compensation (but excluding compensation arising from the Company’s own default) or relief or waiver of any rights; Š provision of loans or conclusion of any other agreements under which the obligations of the Company are to be fulfilled before the obligations of another party, or a change in the parties to, or the assignment of rights arising under such loans or agreements; Š financial assistance in any other form when the Company is insolvent or has no net assets or when such assistance would lead to a significant reduction in the Company’s net assets. Š “undertake obligations” shall include the undertaking of an obligation by way of contract or the making of an arrangement (whether enforceable or not, and whether made on its own account or with any other persons), or by the changing of the obligor’s financial position by any other means.

DISCLOSURE OF CONTRACTUAL INTERESTS WITH THE COMPANY In cases where a director, a supervisor, the general manager (CEO) or other senior management of the Company has directly or indirectly vested a material interest in any contract, transaction or arrangement concluded or to be concluded by the Company, he/she shall disclose the nature and extent of his/her interest to the Board at the earliest opportunity, whether or not the matter is normally subject to the approval of the Board.

Except the exceptions specified in the articles of association approved by the stock exchange where the shares of the Company are listed, a director may not vote on any contract, transaction or arrangement in which he or she or any of his or her close associate (as defined under the applicable listing rules of the stock exchange where the shares of the Company are listed in effect from time to time) has a material interest and which is to be approved by the Board or any other proposals related thereto. Additionally, he or she may not count in the quorum for the meeting. Unless the interested director, supervisor, general manager (CEO) or other senior management has disclosed such interest to the Board in accordance with the signing requirements and the matter has been approved by the Board at a meeting in which he or she was not counted in the quorum and had refrained from voting, the Company shall have the right to void the contract, transaction or arrangement, unless the other party is a bona fide party acting without knowledge of the breach of obligation by the director, supervisor, general manager (CEO) or other senior management concerned.

A director, a supervisor, the general manager (CEO) or other senior management of the Company shall be deemed to be interested in any contract, transaction or arrangement in which a connected person of that director, supervisor, general manager (CEO) or other senior management is interested.

If a director, a supervisor, the general manager (CEO) or other senior management of the Company gives a written notice to the Board before the conclusion of the contract, transaction or arrangement is first considered by

— V-3 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION the Company stating that, by reason of the contents of the notice, he/she is interested in the contract, transaction or arrangement that may subsequently be made by the Company, such director, supervisor, general manager (CEO) or other senior management shall be deemed for the purposes of the preceding paragraph to have declared his or her interest, to the extent stated in the notice.

REMUNERATION The remuneration of directors and supervisors shall be approved by the shareholders of the Company at the shareholders’ general meeting, as referred to in “Emoluments, Compensation or Payments for Loss of Office” above.

RETIREMENT, APPOINTMENT AND REMOVAL The Company shall have a Board consisting of 9 directors, including 3 independent non-executive directors. The number of independent non-executive directors, at any time, shall be at least 3 and represent more than one third of members of the Board. A director may serve concurrently as general manager (CEO) or other senior management, but the directors serving concurrently as such shall not be more than half of the directors of the Company. The Board shall have one chairman. The chairman shall be elected or removed by more than half of all the directors, shall serve a term of 3 years, and is eligible for re-election. The number of senior management of the controlling shareholders serving concurrently as chairman or executive directors of the Company shall not exceed 2. An independent non-executive director shall serve a term of 3 years and is eligible for reelection but shall not serve for more than 9 years.

A person shall not serve as director, supervisor, general manager or other senior management of the Company if:

Š persons without capacity or with limited capacity for civil acts;

Š persons who have been sentenced for crimes for corruption, bribery, encroachment or embezzlement of property or disruption of the economic order of the socialist market, where less than a term of 5 years has lapsed since the sentence was served, or a person who has been deprived of his/her political rights, where not more than 5 years have lapsed since the sentence was served;

Š the director, factory manager or manager of a company or enterprise which had been bankrupted and liquidated, and was personally liable for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;

Š the legal representatives of companies or enterprises that had their business licenses revoked or that had been shut down for violation of law(s), where such representatives bear individual liability therefore and 3 years have not lapsed following the date of revocation of the business licenses of such companies or enterprises;

Š persons with relatively heavy individual debts that have not been settled upon maturity;

Š persons who is under criminal investigation by the judicial authorities, and such cases have not been closed;

Š persons who shall not act as leaders of enterprises by virtue of laws and administrative regulations;

Š non-natural persons;

Š persons convicted of violating relevant securities laws and regulations by the competent regulatory authority, and such conviction involves a finding that he or she has acted fraudulently or dishonestly, where less than 5 years have elapsed since the date of conviction;

Š circumstances specified in relevant laws and regulations at the location where shares of the Company are listed.

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The validity of an act of a director, general manager (CEO) or other senior management of the Company on behalf of our Company towards a bona fide third party shall not be affected by any irregularity in his/her current position, election or qualifications.

There is no provision in the Articles of Association regarding retirement or non-retirement of directors under an age limit.

DUTIES In addition to obligations imposed by laws, administrative regulations or listing rules of the stock exchange(s) on which shares of our Company are listed, the Company’s directors, supervisors, general manager (CEO) and other senior management shall have the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company:

Š not to cause the Company to act beyond the scope of business stipulated in its business license;

Š to act honestly in the best interests of the Company;

Š not to deprive the Company of its property in any way, including (but not limited to) opportunities that are favorable to the Company; and

Š not to deprive any shareholders of their individual rights or interests, including (but not limited to) rights to distributions and voting rights, but not including a restructuring of the Company submitted to and adopted by the shareholders’ general meeting in accordance with the Articles of Association.

The Company’s directors, supervisors, general manager and other senior management shall have an obligation, in the exercise of their rights or discharge of their obligations, to perform their acts with due care, diligence and skills as a reasonable and prudent person should do under similar circumstances.

The Company’s directors, supervisors, general manager (CEO) and other senior management must, in the exercise of their duties, abide by the principle of loyalty and shall not place themselves in a position where there is a conflict between their personal interests and their duties. This principle shall include but not (limited to) the fulfillment of the following obligations:

Š to act honestly in the best interests of the Company;

Š to exercise powers within the scope of their functions and powers and not to act beyond such powers;

Š to personally exercise the discretion vested on him/her, not to allow himself/herself to be manipulated by another person and, not to delegate the exercise of his/her discretion to another party unless permitted by laws and administrative regulations or with the informed consent of the shareholders’ general meeting;

Š to be impartial from shareholders of the same category and fair to shareholders of different categories;

Š not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association or with the informed consent of the shareholders’ general meeting;

Š not to use the Company’s property for his/her own benefit in any way without the informed consent of the shareholders’ general meeting;

Š not to use his/her positions and functions and powers as a means to accept bribes or other forms of illegal income, and not to appropriate the Company’s property in any way, including (but not limited to) opportunities that are favorable to the Company;

Š not to accept commissions in connection with the Company’s transactions without the informed consent of the shareholders’ general meeting;

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Š to abide by the Articles of Association, perform his/her duties faithfully, protect the interests of the Company and not to seek personal gain with his/her position, functions and powers in the Company;

Š not to compete with the Company in any way without the informed consent of the shareholders’ general meeting;

Š not to embezzle the Company’s funds, not to deposit the Company’s assets or funds in accounts opened in his/her own or in another person’s name; not to lend the Company’s funds to others or use the Company’s assets to provide security interest for the debts of the Company’s shareholders or other individuals in violation of the Articles of Association and in the absence of the approval by the shareholders’ general meeting or the Board;

Š not to disclose confidential information relating to the Company that was acquired by him/ her during his/her term of office without the informed consent of the shareholders’ general meeting, and not to use such information except for the interests of the Company; however, such information may be disclosed to the court or other government authorities if:

Š required by laws;

Š required in the public interest;

Š required in the own interest of such director, supervisor, general manager (CEO) or other senior management.

A director, a supervisor, the general manager (CEO) or other senior management of the Company may not procure the following persons or organizations (“Related Persons”) to do what such director, supervisor, general manager (CEO) or other senior management may not do:

Š the spouse or minor children of such director, supervisor, general manager (CEO) or other senior management of the Company;

Š the trustee of a director, supervisor, general manager (CEO) or other senior management of the Company or of any person referred in the aforesaid item above;

Š the partner of a director, supervisor, general manager (CEO) or other senior management of the Company or of any person referred in aforesaid two items above;

Š a company in which a director, supervisor, general manager (CEO) or other senior management of the Company, individually or jointly with any person referred to in aforesaid three items above or other director, supervisor, general manager (CEO) or other senior management of the Company, has actual control; and

Š a director, a supervisor, the general manager (CEO) or other senior management of the Company being controlled as referred to in aforesaid item above.

The fiduciary duty of a director, supervisor, general manager (CEO) and other senior management of the Company does not necessarily cease with the termination of his/her term of office. His/her confidentiality obligation in relation to the Company’s trade secrets shall remain upon termination of their term of office. The term for continuance of other obligations shall be decided upon in accordance with the principle of fairness, depending on the time lapse between the termination and the occurrence of the matter as well as the circumstances and conditions under which the relationship with the Company terminates.

If a director, a supervisor, the general manager (CEO) or other senior management of the Company breaches his/her obligations to the Company, the Company shall, in addition to any rights and remedies provided by laws and administrative regulations, have a right to:

Š require the relevant director, supervisor, general manager (CEO) or other senior management of the Company to compensate for the losses sustained by the Company as a consequence of his/her dereliction of duty;

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Š rescind any contract or transaction concluded by the Company with the relevant director, supervisor, general manager (CEO) or other senior management and contracts or transactions concluded by the Company with a third party (where such third party is aware or should be aware that the director, supervisor, general manager (CEO) or other senior management representing the Company was in breach of his/her obligations to our Company); Š require the relevant director, supervisor, general manager (CEO) or other senior management of the Company to surrender the gains derived from the breach of his/her obligations; Š recover any funds received by the relevant director, supervisor, general manager (CEO) or other senior management of the Company that should have been received by the Company, including (but not limited to) commissions; Š require the relevant director, supervisor, general manager (CEO) or other senior management of the Company to return the interest earned or possibly earned on the funds that should have been given to the Company; and Š recover any property obtained by the director, supervisor, general manager (CEO), and other senior management convicted of the breach of his/her duties by legal proceedings.

BORROWING POWERS The Articles of Association do not specifically provide for the manner in which borrowing powers may be exercised nor do they contain any specific provision in respect of the manner in which such borrowing powers may be amended by the Company, except for: Š provisions which authorize the Board to formulate proposals for the issuance of corporate debentures and other securities by the Company; Š provisions which provide that the issuance of debentures and other securities shall be approved by the shareholders’ general meeting by a special resolution.

AMENDMENTS TO CONSTITUTIONAL DOCUMENTS The Company may amend the Articles of Association in accordance with laws and the provisions of the Articles of Association.

An amendment to the Articles of Association in connection with the Mandatory Provisions shall be subject to approval of the relevant regulatory authorities authorized by the State Council. Where an amendment to the Articles of Association involves registration of the Company, the Company shall register the amendment according to the applicable law.

VARIATION OF RIGHTS OF EXISTING SHAREHOLDERS OF DIFFERENT CLASSES Shareholders who hold different categories of shares in the Company shall be shareholders of different classes. Shareholders of different classes shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Articles of Association.

In addition to shareholders of other categories of shares, holders of domestic shares and foreign shares shall be deemed as shareholders of different classes of shares.

Any proposal by the Company to change or abrogate the rights of any class of shareholders shall be approved by the shareholders’ general meeting by a special resolution and by a separate shareholders’ general meeting convened by the affected shareholders conducted in accordance with the Articles of Association.

The rights of shareholders of a class shall be deemed to have been changed or abrogated in the following conditions: Š an increase or decrease in the number of shares of a class or an increase or decrease in the voting rights, distribution rights or other privileges of shares of a class;

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Š conversion of all or part of the shares of a class into shares of another class, or vice versa or the grant of a right to convert; Š cancelation or reduction of rights to accrued dividends or cumulative dividends attached to shares of a class; Š cancelation or reduction of a dividend preference or property distribution preference during liquidation of the Company, attached to shares of a class; Š an addition, cancelation or reduction of share conversion rights, options, voting rights, transfer rights, preemptive rights of placing or rights to acquire securities of the Company attached to shares of a class; Š cancelation or reduction of rights to receive amounts payable by the Company in a particular currency attached to shares of a class; Š creation of a new class of shares with voting rights, distribution rights or other privileges which are equal or superior to shares of a class; Š imposition of restrictions or additional restrictions on the transfer or ownership of shares of a class; Š issue of rights to subscribe for, or convert into, shares of a class or another class; Š an increase in the rights and privileges of shares of another class; Š restructuring plan of the Company which causes shareholders of different classes to bear liability on a disproportionate basis during the restructuring; or Š an amendment or cancelation of “special voting procedures for shareholders of different classes” as contained in the Articles of Association.

Interested shareholders (as defined below) shall not have the right to vote at meetings of shareholders of different classes.

Resolutions of a class shareholders’ general meeting may be passed only by two-thirds or more of the voting shares represented by class shareholders attending that meeting who are entitled to vote at that meetings.

When our Company is to convene a class shareholders’ general meeting, it shall issue a written notice 20 clear business days prior to the meeting informing all the registered shareholders of that class of the matters to be discussed at the meeting as well as the date and place of the meeting. Shareholders who intend to attend the meeting shall, within 10 clear business days or 15 days (whichever is longer) prior to the day of the meeting, deliver a written reply to the Company on meeting attendance. The notice period shall exclude the date of the meeting.

If a class shareholders’ general meeting is convened by serving of notice, such notice needs to be delivered only to the shareholders who are entitled to vote thereat. The procedures pursuant to which a class shareholders’ general meeting is held shall, to the extent possible, be identical to the procedures according to which a shareholders’ general meeting is held. Provisions of the Articles of Association in relation to procedures for the holding of a shareholders’ general meeting shall be applicable to class shareholders’ general meetings.

The special voting procedures for shareholders of different classes shall not apply in the following circumstances: Š where, as approved by way of a special resolution of the shareholders’ general meeting, the Company issues, either separately or concurrently, domestic shares and overseas listed foreign shares every 12 months, and the number of the domestic shares and overseas listed foreign shares intended to be issued does not exceed 20% of the issued and outstanding shares of the respective categories; Š where the plan for, issuance of domestic shares and overseas listed foreign shares upon the establishment of the Company is completed within 15 months since being approved by the securities regulatory authorities of the State Council;

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Š upon approval by the securities regulatory authority under the State Council, the holders of domestic shares transfer all or part of their shares to overseas investors and list or trade their shares in an overseas securities exchange, and convert all or part of the Company’s listed shares in issue (including domestic shares and foreign shares) into overseas listed shares.

For the purposes of the provisions of the rights of classes shareholders, the “interested shareholders” shall have the following meanings: Š if the Company has made a repurchase offer to all shareholders in the same proportion or has repurchased its own shares through open transactions on a stock exchange in accordance with the Articles of Association, the controlling shareholders as defined in the Articles shall be “interested shareholders”; Š if the Company has repurchased its own shares by an agreement outside a stock exchange in accordance with the Articles of Association, shareholders in relation to such an agreement shall be “interested shareholders”; Š under a restructuring proposal of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same class, or shareholders who have an interest that is different from the interest of other shareholders of the same class shall be “interested shareholders”.

RESOLUTIONS-MAJORITY REQUIRED Resolutions of shareholders’ general meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by shareholders’ general meeting shall be adopted by half or more of voting shares represented by the shareholders attending the shareholders’ general meeting (including proxies).

Special resolutions made by shareholders’ general meeting shall be adopted by two-thirds or more of voting shares represented by the shareholders attending the shareholders’ general meeting (including proxies).

VOTING RIGHTS (GENERALLY, THE RIGHT ON A POLL AND TO DEMAND A POLL) Shareholders (including proxies) exercise voting rights according to the voting shares they hold, and each share shall have one voting right. However, the shares of the Company held by the Company shall not carry voting right and shall not be calculated into the aggregate amount of shares carrying voting right in attendance of the shareholders’ general meeting.

The shareholders’ general meeting shall be voted by hands, unless the following persons request to vote by poll before or after voting by hands: (1) the chairman of the meeting; (2) at least two voting shareholders or proxies thereof; (3) one or more of the shareholders (including proxies) solely or collectively holding more than 10% of the voting shares at the meeting.

A poll demanded on a vote regarding the election of the chairman of the meeting or the suspension of the meeting, the vote shall be immediately conducted. A poll demanded on any other matters shall be taken at the time as the chairman of the meeting decides and the meeting may proceed to discuss other matters. The result of the poll shall still be a resolution of the meeting.

On a poll taken at a meeting, a shareholder (including proxy) entitled to two or more votes need not cast all of his/her votes in favor, against, or option votes.

In case of an equality of votes, the chairman of the meeting shall be entitled to a casting vote.

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REQUIREMENTS FOR ANNUAL GENERAL MEETING Annual general meeting shall be held once every year within six months after the end of the last financial year.

ACCOUNTS AND AUDIT The Company shall formulate its accounting system in compliance with laws, administrative regulations and relevant stipulations formulated by the relevant PRC regulatory authorities.

The Board of the Company shall submit to its shareholders at every annual general meeting such financial reports prepared by the Company as required by the laws and regulations.

The financial statements of the Company shall, in addition to being prepared in accordance with the PRC accounting standards and regulations, be prepared in accordance with either international accounting standards or that of the place outside China where the Company’s shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the aforesaid accounting standards, such difference shall explained in the financial statements. For the purposes of distribution of the Company’s after-tax profits in a financial year, the lower of the after-tax profits as shown in the different financial statements above shall be adopted.

The financial reports of the Company shall be made available at the Company for inspection by shareholders 20 days before the annual general meeting. Each shareholder of the Company is entitled to a copy of the financial reports.

A copy of the above financial reports shall, at least 21 days before the date of the shareholders’ general meeting, be delivered or sent by pre-paid post to the registered address of every holders of foreign shares.

The interim results or financial information that the Company announces or discloses shall be compiled according to both PRC accounting standards, laws and regulations, and international accounting standards or accounting standards of the place at which shares of our Company are listed overseas.

The Company shall disclose its financial reports two times in each accounting year, that is, its interim financial reports within 60 days of the end of the first six months of a financial year and its annual financial reports within 120 days of the end of its financial year.

NOTICE OF MEETINGS AND BUSINESS TO BE CONDUCTED THEREAT Shareholders’ general meetings are divided into annual general meetings and extraordinary general meetings.

The Board shall convene an extraordinary general meeting within two months after the occurrence of any one of the following circumstances:

Š where the number of Directors is less than the number stipulated in PRC Company Law or less than two-thirds of the number required by the Articles of Association;

Š where the accrued losses of the Company amount to one-third of its total paid-up share capital;

Š shareholders holding individually or jointly 10% or more of the Company’s shares presents a written request to convene an extraordinary shareholders’ general meeting;

Š the Board deems it as necessary or the supervisory board proposes that the meeting be convened;

Š two or more independent non-executive directors propose in written that the meeting be convened; and

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Š other situations, as stipulated in laws, administrative regulations, departmental rules, listing rules of the exchange where the Company’s shares are listed and the Articles of Association.

Any shareholders who hold, jointly or individually with others, 3% or more voting shares of the Company shall have the right to put forward a new proposal to the Company in writing ten days prior to the convening of shareholders’ general meeting and submit it to the convener. The convener shall serve a supplementary notice of shareholders’ general meeting to other shareholders within two days after receipt of such proposal, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings.

Unless otherwise provided in the Articles of Association, the notices of the shareholders’ general meeting shall be delivered to all shareholders (whether or not entitled to vote thereat) by personal delivery or prepaid mail, and the address of the recipient shall be the address appearing on the register of shareholders. The shareholders’ general meeting shall notify the holders of domestic shares through announcement.

The announcement in the preceding paragraph shall be published in one or more newspapers specified by securities regulatory authority of the State Council 15 days or 10 clear business days (whichever is longer) (extraordinary general meeting) or 20 clear business days (annual general meeting) prior to the convening of the meeting. Once the notice is published, all holders of domestic shares shall be deemed to have received the relevant notice of the general meeting.

Notice of the shareholders’ general meeting served to holders of the overseas listed foreign shares may be published in the website of the Hong Kong Stock Exchange and the website of the Company. Once the notice is published, all holders of overseas listed shares shall be deemed to have received the relevant notice of the general meeting.

The accidental omission to give notice of a meeting to any person entitled to receive notice or the non-receipt of notice of a meeting by such person shall not invalidate the meeting or any resolution passed at the meeting.

Notice of a shareholders’ general meeting shall: Š be in writing; Š specify the time, place and date of the meeting; Š set out the matters to be considered at the meeting; Š provide such information and explanation as are necessary for the shareholders to make informed decisions on the matters to be considered. This principle includes (but not limited to), where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganize the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed contract (if any), and the cause and effect of such proposal shall be properly described; Š disclose the nature and extent of the material conflict of interest, if any, of any director, supervisor, general manager (CEO) and other senior management in the matters to be considered; and provide an explanation of the differences, if any, between the way in which the matter to be considered would affect such director, supervisor, general manager (CEO) and other senior management in his/her capacity as shareholders and the way in which such matter would affect other shareholders of the same class; Š set out the full text of any special resolution proposed to be passed at the meeting; Š contain conspicuously a statement that a shareholder entitled to attend and vote have the right to appoint one or more proxies to attend and vote on his/her behalf and that such proxy need not be a shareholder of the Company; Š specify the time and place for lodging proxy forms for the relevant meeting.

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The Company shall not, without the prior approval of the shareholders’ general meeting, enter into any contract with any party (other than the directors, supervisors, general manager (CEO) and other senior management) pursuant to which such party shall be in charge of management of the whole or any substantial part of the Company’s business.

Matters shall be approved by ordinary resolutions are as follows: Š work reports of the Board and the supervisory board; Š proposals put forward by the Board for distribution of profits and for making up losses; Š appointment or removal of members of the Board and the supervisory board (except for staff representative supervisors), and their remuneration and manner of payment thereof; Š the Company’s annual financial budgets and final accounts, balance sheets, income statements and other financial statements; Š the Company’s annual reports; Š appointment, removal or non-retention of the accounting firm by the Company; Š matters other than those required by the laws, administrative regulations or the Articles of Association to be approved by special resolution.

Matters shall be approved by special resolutions are as follows: Š increase in or reduction of the Company’s share capital, and issue of shares of any class, warrants and other similar securities; Š issue of corporate debentures of the Company; Š demerger, merger, dissolution and liquidation of the Company; Š change of corporate form of the Company; Š amendment to the Articles of Association; Š the purchase or disposal of material assets or provision of guarantee by the Company within a year of a value exceeding 30% of the Company’s latest audited total assets; Š the share incentive plan to be considered and approved; Š repurchase of the shares of our Company;

Š any other matters prescribed by the laws, administrative regulations or the Articles of Association, and those approved as an ordinary resolution at a shareholders’ general meeting that may have material impact on the Company and are required to be approved by a special resolution;

Š other matters required by the Listing Rules of the Stock Exchange to be adopted by special resolution.

TRANSFER OF THE SHARES Upon the approval of the securities regulatory authority of the State Council, the holders of domestic shares of the Company may transfer the shares held by him/her to the overseas investors and become listed for trading overseas. When transferred shares are listed and traded on an overseas stock exchange, the shares are subject to the regulatory procedures, regulations and requirements of the overseas stock exchange. The Company does not need to convene a class meeting to vote for the transferred shares traded in overseas stock exchange.

Unless otherwise provided by the PRC laws, administrative regulations and relevant requirements of the securities regulatory authorities in the place where the Company’s shares are listed, fully paid shares of the Company are freely transferable and are not subject to any lien. Transfer of overseas listed shares listed in Hong Kong requires to be registered with the share registrar in Hong Kong entrusted by the Company.

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Alteration or rectification of each part of the register of shareholders shall be made in accordance with the laws of the place where that part of the register of shareholders is maintained.

No share transfer may be entered in the register of shareholders within 30 days prior to the date of a shareholders’ general meeting or within 5 days before the record date set by the Company for the purpose of distribution of dividends. This article is not applicable to the registration of alternation in the register of shareholders arising from the issuance of new share capital by the Company according to the Articles of Association.

POWER OF THE COMPANY TO REPURCHASE ITS OWN SHARES The Company may, in accordance with the provisions set out in the laws, administrative regulations, the Hong Kong Listing Rules, departmental rules and the Articles of Association and subject to the approval of the relevant governing authorities of the PRC, repurchase the Company’ shares under the following circumstances: (1) cancelation of its shares for the purpose of reducing its registered capital; (2) merging with another company which holds the shares of the Company; (3) utilizing the shares for employee stock ownership plans or equity incentives; (4) acquiring the shares upon request by shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or demerger of the Company; (5) utilizing the shares for conversion of corporate debentures issued by a listed company which are convertible into shares; (6) as required for maintenance of a listed company’s value and shareholders’ rights and interests; (7) any other circumstances permitted by the laws and administrative regulations and approved by the regulatory authorities.

The repurchase of the Company’s shares in the above-mentioned circumstances (1), (2) and (4), upon the approval by the relevant competent authorities of the PRC, may be conducted in any of the following manners: Š making a pro rata general offer of repurchase to all its shareholders; Š repurchasing shares through public trading on a stock exchange; Š repurchasing by an off-market agreement outside a stock exchange; Š other manners approved by laws, administrative regulations or administrative departments authorized by the State Council.

The repurchase of the Company’s shares in the above-mentioned circumstances (3), (5) and (6) may only be conducted through open and centralized transactions.

The Company must obtain the prior approval of the shareholders’ general meeting, in the manner stipulated in the Articles of Association in prior to repurchase shares by means of an off-market agreement outside a stock exchange. The Company may, by obtaining the prior approval of the general meeting in the same manner, release or vary, or waive its rights under, an agreement which has been so entered into.

A contract for the repurchase of shares referred to in the preceding paragraph includes (but not limited to) a contract to become liable to repurchase shares or a contract to have the right to repurchase shares. The Company shall not assign a contract for the repurchase of its shares or any right contained in such contract.

Where the Company repurchases the Company’s shares, it shall perform its information disclosure obligations in accordance with the law. After canceling the repurchased shares lawfully, the Company shall apply to the original companies registration authority for registration of the change of its registered capital and issue a relevant announcement accordingly. The aggregate par value of the canceled shares shall be deducted from the Company’s registered capital.

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Unless the Company is in the course of liquidation, it must comply with the following provisions in relation to repurchase of its outstanding shares: Š where the Company repurchases shares at par value, payment shall be made out of book surplus distributable profits of the Company or out of proceeds of a new issue of shares made for that purpose; Š where the Company repurchases shares at a premium to its par value, payment up to the par value may be made out of the book surplus of distributable profits of the Company, out of the proceeds of a new issue of shares made for that purpose. Payment of the portion in excess of the par value shall be effected as follows: Š if the shares being repurchased were issued at par value, payment shall be made out of the book surplus of distributable profits of the Company; Š if the shares being repurchased were issued at a premium to its par value, payment shall be made out of the book surplus of distributable profits of the Company or out of the proceeds of a new issue of shares made for that purpose, provided that the amount paid out of the proceeds of the new issue shall not exceed the aggregate amount of premiums received by the Company on the issue of the shares repurchased nor shall it exceed the amount of the Company’s premium account (or the capital reserve account) at the time of the repurchase (including the premiums on the new Shares); Š The Company shall make the following payments out of the Company’s distributable profits: Š payment for the acquisition of the right to redemption of its own shares; Š payment for variation of contract for the repurchase of its shares; Š payment for the release of its obligations under contract for the repurchase; Š after the Company’s registered capital has been reduced by the aggregate par value of the canceled shares in accordance with the relevant provisions, the amount deducted from the distributable profits of the Company for payment of the par value of shares which have been repurchased shall be transferred to the Company’s premium account (or capital reserve fund account).

POWER OF SUBSIDIARIES OF THE COMPANY TO HOLD THE SHARES OF THE COMPANY There is no requirement to restrict any subsidiary of the Company to hold the shares of the Company pursuant to the Articles of Associations.

DIVIDEND AND OTHER METHODS OF PROFIT DISTRIBUTION The Company may distribute dividends in the form of cash and /or share certificate.

The Company shall appoint a payment receiving agent in Hong Kong for holders of overseas [REDACTED] foreign shares. The payment receiving agent shall receive on behalf of such shareholders any dividends and other amounts payable by the Company to them in respect of the overseas listed foreign shares, and such payment shall be kept by the payment receiving agent on such shareholders’ behalf for any payment to them.

APPOINTMENT OF PROXIES Any shareholder who is entitled to attend and vote at a shareholders’ general meeting shall be entitled to appoint one or more persons (who need not be shareholders) as his/her proxy to attend and vote on his/her behalf. A proxy so appointed shall be entitled to exercise the following rights in accordance with the authorization from that shareholder: Š the shareholder’s right to speak at the meeting; Š the right to demand, whether on his/her own or together with others, a poll;

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Š the right to vote by hand or on a poll, but a proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

The instrument appointing a proxy shall be in writing under the hand of the appointor or the proxy authorized by the shareholders in writing, or if the appointor is a legal person, either under seal or under the hand of a director or proxy duly authorized.

Corporate shareholder shall be represented by legal representative or any person authorized by the resolutions of the Board or other governing body shall attend the general meeting of the Company as the appointor’s representative.

Where the shareholders’ general meeting is attended by proxy, he/she shall produce the identification proof and letter of authorization signed by the appointor or its legal representative, the Board or other governing body which indicates the date of appointing. Where corporate shareholder appoints its legal representative to attend the meeting, the legal representative shall produce the identification proof and the copy of the notarized certified resolutions of the Board or other authorities of the legal person appointing the said legal representative or other certified copy permitted by our Company.

Any form issued to a shareholder by the Board of the Company for the purpose of appointing a proxy of shareholder shall be in such form which enables the shareholder, according to his/her free will, to instruct his/her proxy to vote in favor of or against the motions proposed and in respect of each individual matters to be voted on at the meeting. Such a form shall contain a statement that in the absence of instructions from the appointor, the proxy may vote as he/she thinks fit.

In addition to the above provisions, the aforementioned proxy form shall contain the following: number of shares represented by and name of the proxy; whether voting power is granted to the proxy; whether the proxy is entitled to vote for the temporary resolution proposed at any shareholders’ general meeting; instruction of voting if voting power is granted; date of appointing a proxy and the effective period for such appointment. Where a shareholder appoints more than one proxy, he/she shall specify the number of shares represented by each proxy in the power of attorney.

Where the appointor has deceased, incapacitated to act, withdrawn the appointment or the power of attorney or where the relevant shares have been transferred prior to the voting, a vote given by the proxy in accordance with the power of attorney shall remain valid provided that no written notice of such event has been received by the Company prior to the commencement of the relevant meeting.

CALLS ON SHARES AND FORFEITURE OF SHARES Any amount paid up in advance of calls on any share may carry interest but shall not entitle the relevant shareholder to participate in respect thereof in a dividend subsequently declared.

The Company has the power to sell, by means considered appropriate by the Board, the shares of a holder of the overseas listed foreign shares who is untraceable under the following circumstances: Š during a period of 12 years at least 3 dividends in respect of the shares in question have become payable and no dividend during that period has been claimed; and Š on expiry of the 12 years the Company gives notice of its intention to sell the shares by way of an announcement published in one or more newspapers in the place where the Company’s shares are listed and notifies the Hong Kong Stock Exchange of such intention.

RIGHTS OF SHAREHOLDERS (INCLUDING INSPECTION OF REGISTER) Holders of ordinary shares of the Company shall have the following rights pursuant to the applicable laws and the Articles of Association: Š the right to receive dividends and other distributions in proportion to the number of shares held;

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Š the right to request, convene, chair, attend and vote in person or appoint a proxy to attend and vote on his/her behalf at shareholder’s general meetings in proportion to the number of shares held in accordance with laws; Š the right to supervise and manage the Company’s business operations, and to put forward proposals and raise inquiries; Š the right to transfer, give or pledge the shares held in accordance with laws, administrative regulations and the Articles of Association; Š the right to obtain relevant information in accordance with the Articles of Association, including: Š a copy of the Articles of Association upon payment of a reasonable charge; Š the right to inspect and the right to inspect and copy upon payment of a reasonable charge: 1. copies of all parts of the register of shareholders; 2. personal particulars of each of our directors, supervisors, general manager (CEO) and other senior management of the Company, including: Š present and former names and aliases; Š principal address (place of residence); Š nationality; Š primary and all other part-time occupations and duties; Š identification documents and numbers; 3. a report on the state of the issued share capital of the Company; 4. the latest audited financial statements of the Company, and the reports of directors, auditors and supervisors; 5. special resolutions of the Company; 6. reports showing the number and par value in respect of each class of shares repurchased by the Company since the last financial year, the aggregate amount paid by the Company for this purpose, and the maximum and minimum prices paid in respect of each class of securities repurchased (with a breakdown between domestic shares and foreign shares); 7. copy of the latest annual return submitted to the Administration for Industry and Commerce of the PRC or other competent authorities; 8. minutes of the shareholders’ general meetings (for shareholders’ review only); 9. corporate bond counterfoils, minutes of the shareholders’ general meetings (for shareholders’ review only), special resolutions of the general meeting, resolutions of the Board meetings and resolutions of the supervisory board meeting; Š in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company according to the number of shares held; Š with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or demerger of the Company, the right to demand the Company to acquire the shares held by them; Š shareholders individually or jointly holding 3% or more of the Company’s shares can make a provisional motion in writing to the Board 10 days before the date of shareholders’ general meeting; Š any other rights conferred by laws, administrative regulations, departmental rules or the Articles of Association.

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RIGHTS OF MINORITIES IN RELATION TO FRAUD OR OPPRESSION In addition to obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which the Company’s shares are listed, a controlling shareholder shall not exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company: Š to relieve a director or supervisor of his/her duty to act honestly in the best interests of the Company; Š to approve the directors or supervisors (for their own account or for the account of other parties) to deprive the Company of its assets in any manner, including, but not limited to, any opportunity favorable to the Company; Š to approve the directors or supervisors (for their own account or for the account of other parties) to deprive another shareholder of his/her personal interest, including, but not limited to, any allocation right and voting right, but excluding any corporate restructuring submitted to the shareholders’ general meeting for approval in accordance with the Articles of Association.

For the purpose of the Articles of Association, a “controlling shareholder” means a person who satisfies any one of the following conditions: Š any person acting on his/her own or in concert with other parties has the power to elect not less than half of the directors; Š any person acting on his/her own or in concert with other parties has the power to exercise or control the exercise of 30% or more of the voting rights of the Company; Š any person acting on his/her own or in concert with other parties holds 30% or more of the outstanding shares of the Company; Š any person acting on his/her own or in concert with other parties has actual control over the Company in any other manner.

PROCEDURES FOR LIQUIDATION In any of the following circumstances, the Company shall be dissolved: Š resolution on dissolution is passed at a shareholders’ general meeting; Š dissolution is necessary due to a merger or demerger of the Company; Š the Company’s business license is revoked or it is ordered to close down or it is wound up according to laws; Š the Company is ordered to close down according to laws due to its violation of the laws and administrative regulations; Š where the Company’s operations and management encounter serious difficulty, and its continuation will cause substantial loss to the interests of the shareholders and no solution can be found through any other channel, shareholders holding over 10% of the total voting rights of the Company may make requisition to the people’s court to dissolve the Company; Š insolvent is legally declared in accordance with the laws as a result of its inability to pay debts when due; Š the business term of the Company stipulated in the Articles of Association expires, or other events which triggers the dissolution of the Company occurs stipulated in the Articles of Associations. In event of dissolution under this circumstance, the Company may carry on its existence by amending the Articles of Association.

In the event that the Board decides to liquidate the Company (except for liquidation as a result of the declaration of insolvency by the Company), it shall specify in the notice convening the shareholders’ general meeting for such purpose that the Board has made a full inquiry of the affairs of the Company and is of the opinion that the Company will be able to pay all its debts within 12 months upon commencement of liquidation.

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Upon the passing of the liquidation resolution at the shareholders’ general meeting, the duties of the Board of the Company shall cease.

During the period of liquidation, the Company still exists but shall not engage in business activities irrelevant to such liquidation.

Upon the completion of the liquidation of the Company, the liquidation committee shall prepare a liquidation report, statement of income and expenditure and the financial accounts for the liquidation which, upon verification by an accountant registered in PRC, shall be submitted to the shareholders’ general meeting or the People’s Court for confirmation. Within 30 days from the date of confirmation by the shareholders’ general meeting or the People’s Court, the liquidation committee shall submit the above-mentioned documents to the company registration authority and apply for cancelation of the registration of the Company and make an announcement on the termination of the Company.

OTHER IMPORTANT PROVISIONS TO THE COMPANY OR THE SHAREHOLDERS

General provisions The Company is a perpetually existing joint stock limited company. From the effective date of the Articles of Association, the Articles of Association shall be a legally binding document which regulates the organization and acts of the Company, and defines the rights and obligations between the Company and its shareholders and among the Company’s shareholders themselves.

Based on its operating and development needs, the Company may, pursuant to the relevant laws, regulations and the Articles of Association and with the approval by independent resolution at the shareholders’ general meeting, increase its capital in the following ways: Š offering new shares to non-specially-designated investors for subscription; Š placing new shares to its existing shareholders; Š distributing new shares to its existing shareholders; Š issuing new shares to specially-designated investors; Š conversion of capital reserve into share capital; Š any other means which are stipulated by laws and administrative regulations and approved by the relevant regulatory authority.

With the approval and procedures as required by the Articles of Associations, the Company shall increase the capital by way of issuing new shares in accordance with the procedures stipulated in the relevant laws and administrative regulations of the PRC.

The Company may reduce its registered capital under the requirements of the Articles of Association. Reduction of registered capital by the Company shall be made in accordance with procedures set forth in the Company Law and other regulations and provisions of the Articles of Association.

When the Company reduces its registered capital, it shall prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date on which the resolution for the reduction of registered capital has been passed and shall publish an announcement to that effect in a newspaper within 30 days thereof. The creditors who have received such notice shall, within 30 days thereafter, and those creditors who have not received such notice shall, within 45 days from the date the announcement, be entitled to require the Company to repay the debt or to provide appropriate alternative guarantees for the debt.

The registered capital of the Company after the reduction of capital shall not fall below the minimum amount required by relevant laws.

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A holder of ordinary share(s) of the Company shall undertake the following obligations: Š to observe the laws, administrative regulations and the Articles of Association; Š to pay the subscription price in accordance with the number of shares subscribed for and in the manner of subscription; Š to fulfill its responsibility to the Company to the extent of shares held by them; Š not to withdraw their fund contribution after approval and registration by the Company, except as provided in laws and administrative regulations; Š other obligations provided by the laws, administrative regulations and the Articles of Association.

SECRETARY TO THE BOARD The Board has a secretary who shall be nominated by chairman of the Board, appointed and dismissed by the Board. The secretary to the Board is a member of senior management of the Company.

The principal duties of the secretary to the Board include: Š to ensure that the Company has complete organizational documents and records; to keep and manage shareholder’s information; to assist the directors in addressing the routine tasks of the Board; Š to organize and arrange for the board meetings and shareholders’ general meetings, prepare meeting materials, handle relevant meeting affairs, be responsible for keeping minutes of the meetings and ensure their accuracy, keep meeting documents and minutes and take initiative to keep abreast of the implementation of relevant resolutions. Any important issues occurring during the implementation shall be reported and relevant proposals shall be put forward to the Board; Š as the contact person of the Company with the securities regulatory authorities, to be responsible for organizing the preparation and prompt submission of the reports and documents required by the regulatory authorities, and for accepting and organizing the implementation of any assignment from the regulatory authorities; Š to be responsible for coordinating and organizing the Company’s disclosure of information, to establish and improve the information disclosure system, to participate in all of the Company’s meetings involving the disclosure of information, and to keep informed of the Company’s material operation decisions and related information in a timely manner; Š to ensure the proper maintenance of the Company’s register of shareholders, and to ensure the persons who are entitled to obtain the relevant records and documents of the Company are able to obtain the same on a timely basis; Š to exercise other functions and powers as conferred by the Board, as well as other functions and powers as required by laws and regulations, and the stock exchange of the place where our Company’s shares are listed.

SUPERVISORY BOARD The Company shall have a supervisory board, which shall comprise three supervisors, one of whom shall be elected as the chairman of the supervisory board. The chairman of the supervisory board shall be elected and replaced by two-thirds or more of all the supervisors. The term of office of each supervisor shall be 3 years. A supervisor may serve consecutive terms if re-elected upon the expiration of his/her term. Directors, general manager (CEO) and other senior management of the Company may not serve as supervisors concurrently.

The supervisory board is responsible to the shareholders’ general meeting and exercise the following functions and powers: Š to supervise the performance of duties by the directors, the general manager (CEO) and other senior management of the Company in violation of laws, administrative regulations and the Articles of

— V-19 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION

Association, and to propose the dismissal of the directors and senior management who violate laws, administrative regulations and the Articles of Association or resolutions of the shareholders’ general meeting;

Š to require the directors, the general manager and other senior management of the Company to correct any act that is harmful to the Company’s interests;

Š to check the financial position of the Company;

Š to review the financial reports, operation reports, profit distribution proposals and other financial documents to be submitted by the Board to the shareholders’ general meetings; if there is any doubt, to engage certified public accountants and practicing auditors in the name of the Company to assist their review;

Š to propose to convene an extraordinary general meeting; and to convene and chair the shareholders’ general meeting in case the Board fails to fulfill the obligations prescribed by PRC Company Law to convene and chair the shareholders’ general meeting;

Š to submit proposals to the shareholders’ general meeting;

Š to review the regular reports of the Company prepared by the Board and produce written opinions thereon;

Š to conduct investigation into any irregularities in the Company’s operations identified; where necessary, professional agencies, such as accountant firms and law firms, may be engaged at the cost of the Company;

Š to propose to convene extraordinary board meetings;

Š to bring legal proceedings against the directors and senior management in accordance with Article 151 of the PRC Company Law;

Š other functions and powers prescribed by laws, administrative regulations and the Articles of Association.

Supervisors shall attend the Board meetings as non-voting participants.

A supervisor shall perform his/her supervisory duties honestly and faithfully in accordance with laws, administrative regulations and the Articles of Association.

GENERAL MANAGER (CEO)

The general manager (CEO) of the Company shall be accountable to the Board and shall have the right to exercise the following powers:

Š to be in charge of the Company’s production, operation and management and report to the Board;

Š to organize the implementation of the resolutions of the Board, the Company’s annual business plans and investment plans;

Š to formulate the Company’s annual financial budget plans and final accounts, and to put forward the proposal to the Board;

Š to formulate the Company’s basic management system and the plan for establishment of the Company’s internal management structure;

Š to formulate the specific rules and regulations of the Company;

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Š to propose to the Board for the appointment or dismissal of the deputy general manager, chief financial officer and other senior management in accordance with the Articles of Association and relevant internal control system; Š to appoint or dismiss other management or general employees that shall not be appointed or dismissed by the Board in accordance with the Articles of Association and relevant internal control system of the Company; Š to propose to convene extraordinary board meetings; Š to decide the Company’s other issues within the scope of the authority of the Board; Š to determine the investments, acquisitions or sales, financing and others excepting the projects shall be determined by the Board or shareholders’ general meeting; Š other functions and powers authorized by the Articles of Association and the Board.

In the exercise of his/her functions and powers, the general manager (CEO) shall comply with the laws, administrative regulations and the Articles of Association, and fulfill his/her duties in good faith and diligence.

BOARD The Board shall be accountable to the shareholders’ general meeting and shall have the following functions and powers: Š to convene the shareholders’ general meeting, to propose a proposal or resolution at the shareholders’ general meeting for proposing to the shareholders’ general meeting to approve the relevant matters and report its work to the shareholders’ general meeting; Š to implement the resolutions passed at the shareholders’ general meeting; Š to determine the business plans and investment proposals of the Company; Š to prepare the annual financial budget and final accounts of the Company; Š to prepare the proposals for profit distribution and plans for making up losses of the Company; Š to formulate proposals for increases or reductions of the Company’s registered capital, proposals for issue of shares, debentures or other marketable securities and listing; Š to formulate proposals for material asset acquisition or disposal, repurchase of the Company’s shares, and merger, demerger, dissolution or change of corporate form of the Company; Š to determine the establishment of the internal management structure of the Company; Š to appoint or dismiss the general manager (CEO) and the secretary to the Board of the Company and according to the nomination by the general manager, to appoint or dismiss other senior management such as the vice general manager and the chief financial officer of the Company; Š to determine matters relating to the remuneration of the above senior management; Š to draw up proposals for the amendment to the Articles of Association; Š to propose at the shareholders’ general meetings the appointment or changes of accounting firm; Š to be informed of working reports of the general manager (CEO) and other senior management of the Company and to examine the work of the general manager (CEO) and other senior management; Š to determine the matters such as external investments and external guarantees of the Company within the scope of authorization by shareholders’ general meetings; Š to decide on matters such as investments, acquisition and disposal of assets, financing and connected transactions, etc. which require decisions to be made by the Board in accordance with the requirements of the Listing Rules of the Hong Kong Stock Exchange;

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Š to decide on other major affairs of the Company, save for matters to be resolved at shareholders’ general meetings as required by PRC Company Law and the Articles of Association; Š to perform other functions and powers as stipulated in the laws and regulations, the Listing Rules of the Hong Kong Stock Exchange, the Articles of Association and as authorized by shareholders’ general meetings.

The Board meetings shall be held at least four times a year, and shall be convened by the chairman. A regular meeting of the Board shall be notified to all the directors, supervisors and general manager (CEO) 14 days prior to the convening of the meeting, and a provisional meeting shall be notified to all the directors, supervisors and general manager (CEO) three days prior to the convening of the meeting. The responsible organ of the Company shall submit a written notice of the meeting to all the directors, supervisors and general manager (CEO) by direct service, fax, express mail or other means of electronic communication. Where the notice is not served by direct delivery, telephone acknowledgement and relevant records shall be made. Where a provisional board meeting needs to be convened as soon as possible in emergency, the notice of meeting may be sent by telephone or by other verbal means at any time, but the convener shall make explanations at the meeting.

In the event of any of the following, the chairman shall convene a provisional board meeting within 10 days after receipt of the proposal: (I) It is proposed by shareholders representing more than one tenth of the voting rights; (II) It is jointly proposed by more than one third of the directors; (III) It is proposed by the chairman; (IV) It is proposed by more than two or more independent non-executive directors; (V) It is proposed by the supervisory board; (VI) It is proposed by the general manager (CEO).

The board meeting shall be held only if more than half of all directors (including proxies) are present. The resolutions of the Board shall be approved by votes of more than half of all directors (except as otherwise provided by laws, administrative regulations and the Articles of Association).

Every director shall have the right to one vote.

The Board shall have three special committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee.

ENGAGEMENT OF AN ACCOUNTING FIRM The Company shall engage an independent accounting firm that complies with government regulations to audit the annual financial reports and other financial reports of the Company. The term of engagement of an accounting firm engaged by the Company shall be commenced from the end of the annual general meeting of the Company to the end of the next annual general meeting.

The shareholders’ general meeting may, by means of an ordinary resolution, dismiss any accounting firm prior to the expiration of its term of engagement.

The engagement, dismissal or non-reappointment of an accounting firm shall be decided upon by the shareholders’ general meeting and filed with the securities authority of the State Council.

DISPUTE RESOLUTION If any disputes or claims related to the Company’s business based on the rights or obligations provided in the Articles of Association, the PRC Company Law and other relevant laws arise between the holders of foreign

— V-22 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION shares listed overseas and the Company, between the holders of foreign shares listed overseas and the directors, supervisors, the general manager (CEO) and other senior management of the Company or between the holders of foreign shares listed overseas and holders of domestic shares, the parties concerned may submit such dispute or claim for arbitration.

When such disputes or claims as described above are submitted for arbitration, such disputes or claims shall be submitted in their entirety, and all persons that have a cause of action due to the same events or whose participation is necessary for the settlement of such disputes or claims, and if such persons being the Company or shareholders, directors, supervisors, the general manager (CEO) and other senior management of the Company, shall abide by arbitration.

Disputes concerning the definition of shareholders and the register of shareholders shall not be required to be settled by means of arbitration.

The party seeking arbitration may elect to have the dispute or claim arbitrated either by the China International Economic and Trade Arbitration Commission according to its arbitration rules or by the Hong Kong International Arbitration Centre according to its securities arbitration rules. Once the party seeking arbitration submits a dispute or claim to arbitration, the other party shall submit to the arbitral body selected by the party seeking arbitration.

If the party seeking arbitration elects to arbitrate at the Hong Kong International Arbitration Centre, either party may apply to have such arbitration conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre.

Unless otherwise provided by laws or administrative regulations, the laws of the PRC shall apply to the settlement by means of arbitration of disputes or claims referred in the above paragraph.

The award of the arbitration institution shall be final and binding upon each party.

The said arbitration agreement is reached between the directors or senior executives and the Company, with the Company representing both itself and its shareholders.

Any arbitration submitted shall be deemed as authorizing the arbitration tribunal to conduct public hearing and announce the arbitration award.

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A. FURTHER INFORMATION ABOUT OUR GROUP

1. Incorporation Our Company was established as a limited liability company in the PRC on December 6, 2016 and converted into a joint stock company with limited liability on June 24, 2020.

As of the date of this document, our Company’s registered office address is at Room 710, Building 5, 998 Wenyi West Road, Yuhang District, Hangzhou, Zhejiang Province, PRC. Our Company has established a principal place of business in Hong Kong at 40th Floor, Dah Sing Financial Center, No. 248 Queen’s Road East, Wanchai, Hong Kong on April 1, 2021 and has been registered as a non-Hong Kong company under under Part 16 of the Companies Ordinance on April 20, 2021 with the Registrar of Companies in Hong Kong. Ms. CHAN Tsz Yu has been appointed as the authorized representative of our Company for the acceptance of service of process in Hong Kong. The address for service of process of our Company in Hong Kong is the same as our principal place of business in Hong Kong as set out above.

As our Company was established in the PRC, our corporate structure and Articles of Association are subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions of our Articles of Association is set out in “Appendix V — Summary of Articles of Association.” A summary of certain relevant aspects of the laws and regulations of the PRC is set out in “Appendix IV — Summary of Principal Legal and Regulatory Provisions.”

2. Changes in the Share Capital of Our Company Save as disclosed in the section headed “History and Corporate Structure” in this document, there has been no alteration in the share capital of our Company since its incorporation.

3. Changes in the Share Capital of Our Subsidiaries Save as disclosed in the section headed “History and Corporate Structure” in this document, there has been no alteration in the share capital of our subsidiaries since their incorporation.

4. Shareholders’ Resolutions At the extraordinary general meeting of our Company held on March 19, 2021, among others, the following resolutions were passed by our Shareholders: (a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H Shares be [REDACTED] on the Stock Exchange; (b) our Company approved and conditionally adopted the Articles of Association with effect from the [REDACTED]; (c) subject to the CSRC’s approval, upon completion of the [REDACTED], each of the Domestic Shares will be converted into H Shares on a one-for-one basis; and (d) authorization of the Board and its authorized persons to handle all matters relating to, among others, the [REDACTED], the issue and [REDACTED] of H Shares with effect for 24 months commencing from the date of passing this resolution.

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B. FURTHER INFORMATION ABOUT OUR BUSINESS

1. Summary of Material Contracts The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of our Group within the two years preceding the date of this document and are or may be material:

(1) a capital increase agreement (增資協議) dated December 21, 2020 entered into among our Company, Mr. Tang Yongbo, Hangzhou Zhixin Enterprise Management Consulting Partnership (Limited Partnership) (杭州智莘企業管理諮詢合夥企業(有限合夥)), Xpower Investment, Shanghai Fengbao Information Technology Co., Ltd. (上海風報信息科技有限公司)(“Shanghai Fengbao”) and Linzhi Lixin Information Technology Co., Ltd. (林芝利新信息技術有限公司)(“Linzhi Lixin”), pursuant to which Shanghai Fengbao and Linzhi Lixin agreed to contribute an aggregate of RMB256,309,981 to our Company, among which RMB3,576,252 was kept as our registered share capital; and (2) [REDACTED].

2. Intellectual Property Rights

(a) Trademarks As of the Latest Practicable Date, we had registered the following trademarks which we consider to be or may be material to our business:

Place of Registration Marks Category Owner Registration Registration No. date Expiry Date

1. 9 Our Company PRC 21969825 2018.1.7 2028.1.6

2. 35 Our Company PRC 21970608 2018.2.7 2028.2.6

3. 42 Our Company PRC 21971059 2018.1.7 2028.1.6

4. 41 Our Company PRC 21971206 2018.1.7 2028.1.6

5. 7 Our Company PRC 23695452 2018.4.7 2028.4.6

6. 42 Our Company PRC 23695499 2018.10.14 2028.10.13

7. 35 Our Company PRC 26241469 2020.2.7 2030.2.6

8. 7 Our Company PRC 45245871 2021.2.21 2031.2.20

9. 7 Our Company PRC 45271979 2020.12.28 2030.12.27

10. 41 Our Company PRC 48246337 2021.3.7 2031.3.6

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Place of Registration Marks Category Owner Registration Registration No. date Expiry Date

11. 36 Our Company PRC 48247693 2021.3.7 2031.3.6

12. 41 Our Company PRC 48257846 2021.3.7 2031.3.6

13. 9 Our Company PRC 48260018 2021.3.7 2031.3.6

14. 45 Our Company PRC 48261221 2021.3.7 2031.3.6

15. 45 Our Company PRC 48261227 2021.3.7 2031.3.6

16. 7/9/35/36/ Our Company Hong Kong 304757563 2018.12.4 2028.12.4 38/41/42

17. 7/9/35/36/ Our Company UK 00003360032 2019.3.22 2028.12.11 38/41/42

18. 9 Our Company UAE 323857 2020.4.9 2030.1.13

As of the Latest Practicable Date, we had applied for the registration of the following trademarks which we consider to be or may be material to our business:

Application Application No. Trademark Category Place of Application Number Applicant Date

1. 9 PRC 45245898 Our Company 2020.4.8

2. 35 PRC 48282497 Our Company 2020.7.21

3. 35 PRC 48282492 Our Company 2020.7.21

4. 7 PRC 48256283 Our Company 2020.7.21

5. 35 PRC 48264187 Our Company 2020.7.21

6. 37 PRC 48247097 Our Company 2020.7.21

7. 7 PRC 51180936 Our Company 2020.11.11

8. 9 PRC 51174822 Our Company 2020.11.11

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Application Application No. Trademark Category Place of Application Number Applicant Date

9. 35 PRC 51168178 Our Company 2020.11.11

10. 37 PRC 51664268 Our Company 2020.11.27

11. 7 PRC 51672016 Our Company 2020.11.27

12. 9 PRC 51647719 Our Company 2020.11.27

13. 35 PRC 51670479 Our Company 2020.11.27

14. 37 PRC 51661395 Our Company 2020.11.27

15. 7 PRC 53162552 Our Company 2021.1.21

16. 9 PRC 53183156 Our Company 2021.1.21

17. 35 PRC 53183198 Our Company 2021.1.21

18. 41 PRC 45236035 Our Company 2020.4.8

19. 38 PRC 45247619 Our Company 2020.4.8

20. 41 PRC 45264839 Our Company 2020.4.8

21. 9 PRC 45267274 Our Company 2020.4.8

22. 42 PRC 45270131 Our Company 2020.4.8

23. 38 PRC 45270333 Our Company 2020.4.8

24. 9 PRC 48252067 Our Company 2020.7.21

25. 7 PRC 48252298 Our Company 2020.7.21

26. 45 PRC 48252831 Our Company 2020.7.21

27. 36 PRC 48254002 Our Company 2020.7.21

28. 36 PRC 48259330 Our Company 2020.7.21

29. 37 PRC 48262820 Our Company 2020.7.21

30. 36 PRC 48263102 Our Company 2020.7.21

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Application Application No. Trademark Category Place of Application Number Applicant Date

31. 42 PRC 48263852 Our Company 2020.7.21

32. 38 PRC 48271784 Our Company 2020.7.21

33. 7 PRC 48274134 Our Company 2020.7.21

34. 9 PRC 48276133 Our Company 2020.7.21

35. 45 PRC 48282973 Our Company 2020.7.21

36. 42 PRC 51165849 Our Company 2020.11.11

37. 41 PRC 51174839 Our Company 2020.11.11

38. 42 PRC 51666694 Our Company 2020.11.27

39. 35 PRC 51918652 Our Company 2020.12.7

40. 28 PRC 51932023 Our Company 2020.12.7

41. 9 PRC 51934664 Our Company 2020.12.7

42. 7 PRC 51934692 Our Company 2020.12.7

43. 42 PRC 51935187 Our Company 2020.12.7

44. 25 PRC 51947739 Our Company 2020.12.7

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Application Application No. Trademark Category Place of Application Number Applicant Date

45. 37 PRC 51949198 Our Company 2020.12.7

46. 42 PRC 54624487 Our Company 2021.3.24

47. 9 PRC 54619405 Our Company 2021.3.24

48. 38 PRC 54597050 Our Company 2021.3.24

49. 39 PRC 54590940 Our Company 2021.3.24

50. 37 PRC 54587491 Our Company 2021.3.24

51. 35 PRC 54587475 Our Company 2021.3.24

52. 42 PRC 53193214 Our Company 2021.1.21

53. 41 PRC 53181369 Our Company 2021.1.21

54. 36 PRC 53172533 Our Company 2021.1.21

55. 4 PRC 53163783 Our Company 2021.1.21

56. 42 PRC 54626637 Hangzhou 2021.3.24 Youdian

57. 9 PRC 54608561 Hangzhou 2021.3.24 Youdian

58. 38 PRC 54605511 Hangzhou 2021.3.24 Youdian

59. 35 PRC 54597433 Hangzhou 2021.3.24 Youdian

60. 7/9/35/ Hong Kong 305548384 Our Company 2021.3.1 36/37/38/ 41/42/45

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(b) Patents As of the Latest Practicable Date, we owned the following registered patents which we consider to be or may be material to our business:

Place of Application No. Type Patent Registration Patent Number Owner Date

1. Utility Model Power bank PRC 2017207624202 Our Company 2017.6.27 rental equipment and rental system (充電寶租 賃設備及租賃系 統)

2. Utility Model A kind of shared PRC 2017206997997 Our Company 2017.6.15 power bank (一 種共享充電寶)

3. Utility Model A kind of Rental PRC 2017206998006 Our Company 2017.6.15 equipment for shared power bank (一種共享 充電寶租賃設備)

4. Utility Model Charging PRC 2017206379966 Our Company 2017.6.2 equipment, charging system and multifunctional mobile self- service mobile phone charging equipment (充電 設備、充電系統 和多功能可移動 自助式手機充電 設備)

5. Appearance Design Charging cabinet PRC 2019300179316 Our Company 2019.1.14 (充電櫃機)

6. Appearance Design Power bank PRC 2018301555482 Our Company 2018.4.16 charging station (移動電源充電站)

7. Appearance Design Power bank (移 PRC 2018301555497 Our Company 2018.4.16 動電源)

8. Appearance Design Data cable PRC 2018301555552 Our Company 2018.4.16 connector (3-in-1) (數據線 接頭（三合一）)

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Place of Application No. Type Patent Registration Patent Number Owner Date

9. Appearance Design Charger (充電器) PRC 2017305410242 Our Company 2017.11.6

10. Appearance Design Charging pile PRC 2017302375317 Our Company 2017.6.12 with billboard (帶廣告牌的充電 樁)

11. Appearance Design Mobile phone PRC 2017300013985 Our Company 2017.1.3 charging equipment (Signage) (手機 充電設備（指示 牌）)

12. Appearance Design Mobile phone PRC 201730001399X Our Company 2017.1.3 charging equipment (手機 充電設備)

13. Invention A kind of PRC 2017110475551 Our Company 2017.10.31 charging method and charging system (一種充電 方法及充電系統)

14. Appearance Design Power bank PRC 2020302128171 Our Company 2020.5.12 renting machine (D5 large cabinet) (移動電 源租賃機（D5大 櫃機）)

15. Utility Model A kind of PRC 2018212338135 Shenzhen Beisite 2018.8.2 retractable power Technology Co., bank charging Ltd. (深圳倍斯特科技 equipment (一種 有限公司)(“Shen 吸納式移動電源 zhen Beisite”) and 充電設備) our Company

16. Utility Model A kind of PRC 2018212342465 Shenzhen Beisite 2018.8.2 retractable power and our Company bank charging and storage equipment (一種 吸納式移動電源 充電存儲設備)

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Place of Application No. Type Patent Registration Patent Number Owner Date

17. Utility Model A kind of PRC 2018212342376 Shenzhen Beisite 2018.8.2 retractable power and our Company bank charging device (一種吸納 式移動電源充電 裝置)

18. Utility Model A kind of power PRC 201821234247X Shenzhen Beisite 2018.8.2 bank charging and our Company and storage equipment (一種 移動電源充電存 儲裝置)

19. Utility Model A kind of power PRC 2018212342380 Shenzhen Beisite 2018.8.2 bank charging and our Company and storage equipment (一種 移動電源充電存 儲裝置)

20. Appearance Design Mobile charger PRC 2019306025114 Hangzhou Youdian 2019.11.4 rental terminal (移動充電器租借 終端)

21. Utility Model A kind of PRC 2019210111403 Hangzhou Youdian 2019.7.1 vending machine (一種商品售賣機)

22. Appearance Design Charging cabinet PRC 2019305608939 Hangzhou Youdian 2019.10.15 (充電櫃)

23. Appearance Design Mobile power PRC 2019305032623 Hangzhou Youdian 2019.9.12 bank (移動充電 寶)

24. Appearance Design Charging cabinet PRC 2019305377347 Hangzhou Youdian 2019.9.29 (充電櫃)

25. Appearance Design Outdoor PRC 2019306025006 Hangzhou Youdian 2019.11.4 charging cabinet (室外充電櫃機)

26. Appearance Design Mobile product PRC 2019307280929 Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

— VI-9 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

27. Appearance Design Mobile product PRC 201930728799X Hangzhou Youdian 2019.12.25 rental machine (移動產品承租機)

28. Appearance Design Mobile product PRC 2019307281029 Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

29. Appearance Design Mobile product PRC 2019307287970 Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

30. Appearance Design Mobile product PRC 201930728100X Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

31. Appearance Design Mobile product PRC 2019307280990 Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

32. Appearance Design Mobile product PRC 2019307287985 Hangzhou Youdian 2019.12.25 rental terminal (移動產品承租終 端機)

33. Utility Model Wall-mounted PRC 2020200781702 Hangzhou Youdian 2020.1.14 charging box (壁 挂充電盒)

34. Appearance Design Mobile product PRC 2020300279618 Hangzhou Youdian 2020.1.15 rental terminal (移動產品承租終 端)

35. Appearance Design Power bank PRC 202030027118X Hangzhou Youdian 2020.1.15 rental equipment (移動電源承租設 備)

36. Appearance Design Rental machine PRC 2020302317578 Hangzhou Youdian 2020.5.19 with graphical user interface for electronic product rental (帶電子產品承租 圖形用戶界面的 承租機)

— VI-10 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

37. Appearance Design Rental machine PRC 202030232563X Hangzhou Youdian 2020.5.19 with graphical user interface for electronic product rental (帶電子產品承租 圖形用戶界面的 承租機)

38. Appearance Design Power bank PRC 2020302116121 Hangzhou Youdian 2020.5.11 renting machine (16 slots cabinet) (移動電源租賃機 （16口箱機）)

39. Appearance Design Power bank PRC 2020302116278 Hangzhou Youdian 2020.5.11 renting machine (16 slots pile) ( 移動電源租賃 機(16口樁機))

40. Utility Model Electromagnetic PRC 2020209127297 Hangzhou Youdian 2020.5.26 lock (電磁鎖)

41. Utility Model Power bank PRC 2020209642654 Hangzhou Youdian 2020.5.29 renting device (移動電源租借裝 置)

42. Utility Model Power bank PRC 2020209606520 Hangzhou Youdian 2020.5.29 renting device (移動電源租借裝 置)

43. Utility Model Mounting base PRC 2020209508602 Hangzhou Youdian 2020.5.29 and charging pile (安裝座及充電樁 機)

44. Utility Model Power bank PRC 20201369370X Our Company 2020.7.13 rental equipment and screen module (移動電 源租賃設備及屏 模組)

45. Utility Model Power bank PRC 2020213713563 Our Company 2020.7.13 rental equipment (移動電源租賃設 備)

— VI-11 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

46. Appearance Design Power bank PRC 2020305077504 Our Company 2020.8.31 rental terminal (移動電源承租終 端機)

47. Utility Model Cabinet and PRC 2020209642442 Hangzhou Youdian 2020.5.29 Power bank rental equipment with cabinet (機 箱及具有機箱的 移動電源租借裝 置)

48. Utility Model Power bank PRC 2020209621003 Hangzhou Youdian 2020.5.29 access device and battery compartment module (移動電 源存取裝置及電 池倉模塊)

49. Utility Model Charging Pile PRC 2020209508208 Hangzhou Youdian 2020.5.29 (充電樁機)

As of the Latest Practicable Date, we had applied for the registration of the following patents which we consider to be or may be material to our business:

Place of Application No. Type Patent Registration Patent Number Owner Date

1. Invention A charging PRC 2017104120913 Our Company 2017.6.2 equipment and charging method (一種充電設備和 充電方法)

2. Invention Power bank PRC 2017105003211 Our Company 2017.6.27 renting equipment, renting system and renting method (充電寶 租賃設備、租賃 系統及租賃方法)

— VI-12 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

3. Invention Power bank PRC 202010817606X Our Company 2020.8.14 renting equipment diagnosis method, system, electronic equipment and storage medium (移動電源租賃設 備診斷方法、系 統、電子設備和 存儲介質)

4. Invention Method and PRC 2020108419466 Our Company 2020.8.20 device for monitoring and accessing data operation platform (監控訪 問數據運營平臺 的方法和裝置)

5. Invention Power bank PRC 2020108482987 Our Company 2020.8.21 renting method, device, system, electronic device and storage medium (移動電 源租借方法、裝 置、系統、電子 裝置和存儲介質)

6. Invention Power bank PRC 2020108970001 Our Company 2020.8.31 renting equipment, constant temperature system and temperature control method (移動電源租賃設 備、恒溫系統及 溫度控制方法)

— VI-13 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

7. Invention A dynamic data PRC 2020108943540 Our Company 2020.8.31 enquiry method, device, electronic equipment and storage medium (一種數據動態查 詢的方法、裝置 、電子設備和存 儲介質)

8. Invention Voltage PRC 202010986457X Our Company 2020.9.18 stabilization system and resistance- capacitance power supply (穩 壓系統及阻容電 源)

9. Invention Data quality PRC 2020110162351 Our Company 2020.9.24 monitoring method, device, system, electronic device and storage medium (數據質 量監控方法、裝 置、系統、電子 裝置和存儲介質)

10. Invention Data PRC 2020112410820 Our Company 2020.11.9 synchronizing method, device and machine- readable storage medium (一種同 步數據的方法、 裝置和計算機可 讀存儲介質)

11. Invention Parallel PRC 2020113975077 Our Company 2020.12.3 processing method, system, electronic device and storage medium (並行處 理的方法、系統 、電子裝置和存 儲介質)

— VI-14 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Application No. Type Patent Registration Patent Number Owner Date

12. Invention A method for PRC 201910365070X Hangzhou Youdian 2019.4.30 renting shared equipment, shared control equipment and mobile terminal (一種共享設備的 租用方法、共享 控制設備以及移 動終端)

13. Invention A kind of PRC 2019105864489 Hangzhou Youdian 2019.7.1 vending machine (一種商品售賣機)

14. Invention Equipment PRC 2019108010790 Hangzhou Youdian 2019.8.28 simulation system and method, machine- readable storage medium (一種設 備仿真系統和方 法、計算機可讀 存儲介質)

15. Invention Power bank PRC 2020104794621 Hangzhou Youdian 2020.5.29 access device and battery compartment module (移動電 源存取裝置及電 池倉模塊)

(c) Software Copyrights As of the Latest Practicable Date, we owned the following software copyrights which we consider to be or may be material to our business:

First Certification Published Certification No. Subject Owner Number Date Date

1. Full-chain management system for assets Hangzhou 2021SR0425873 2020.8.5 2020.3.19 based on big data and cloud computing (基於 Youdian 大數據和雲計算的資產全鏈路管理系統)

2. Xiaodian Scan Code Charging Software (小電 Our Company 2017SR438534 2017.6.5 2017.8.10 掃碼充電軟件)

— VI-15 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

First Certification Published Certification No. Subject Owner Number Date Date

3. Zhixiang Black Card Software (智享黑 Hangzhou Youdian 2018SR283247 2018.4.16 2018.4.25 卡軟件)

4. Xiaodian Resource Service Provider Hangzhou Youdian 2019SR0654579 2018.10.25 2019.6.25 Management System (小電資源型服務 商管理系統)

5. Xiaodian Mobile Terminal Equipment Hangzhou Youdian 2019SR0655052 2018.9.27 2019.6.25 Management System (小電移動端設備 管理系統)

6. Xiaodian Mobile Terminal Visit Hangzhou Youdian 2019SR0654584 2018.10.17 2019.6.25 Management System (小電移動端拜訪 管理系統)

7. Xiandian Order System (小電工單系 Hangzhou Youdian 2019SR0655273 2018.4.5 2019.6.25 統)

8. Xiaodian MC Work Summary Hangzhou Youdian 2019SR0656410 2018.12.20 2019.6.26 Software (小電MC工作小記軟件)

9. Xiaodian Power Bank Dispatching Hangzhou Youdian 2019SR0657071 2018.4.5 2019.6.26 System (小電充電寶調度系統)

10. Xpower Cloud Equipment Our Company 2019SR0664588 2018.8.23 2019.6.27 Background Management System (小 電雲設備後台管理系統)

11. Xiaodian Merchant Staff Membership Our Company 2019SR0662882 2018.9.19 2019.6.27 System (小電商家員工會員系統)

12. Xiaodian Scan Code Charging Red Our Company 2019SR0662666 2018.12.5 2019.6.27 Pocket Machine Software (小電掃碼充 電.紅包機軟件)

13. Xiandian Customer Background Our Company 2019SR0661901 2018.11.22 2019.6.27 System (小電客服後台系統)

14. Xiaodian PC Store Management Our Company 2019SR0662384 2018.8.23 2019.6.27 System (小電PC端門店管理系統)

15. Dianneng Mall System (電能商城系 Our Company 2019SR0664636 2018.11.15 2019.6.27 統)

16. PC Invoice Ledger Management Hangzhou Youdian 2019SR1412204 2019.6.8 2019.12.23 System (PC端發票台賬管理系統)

17. Approval Center Management System Hangzhou Youdian 2019SR1412210 2019.7.22 2019.12.23 (審批中心管理系統)

— VI-16 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

First Certification Published Certification No. Subject Owner Number Date Date

18. Network Partner Management System Hangzhou Youdian 2019SR1412216 2019.8.9 2019.12.23 (渠道商管理系統)

19. Entrance Fee Quotation Management Hangzhou Youdian 2019SR1412271 2019.7.23 2019.12.23 System (進場費報價管理系統)

20. Xpower Technology IOT Yun Lai Le Hangzhou Youdian 2019SR1412228 2019.4.10 2019.12.23 Dian Xiao Er Front-End Software (小電 科技IOT雲來了電小二前端軟件)

21. Network Partner leads Management Hangzhou Youdian 2019SR1411483 2019.8.2 2019.12.23 System (渠道商leads管理系統)

22. Alarm Center Management System (告 Hangzhou Youdian 2019SR1412276 2019.6.28 2019.12.23 警中心管理系統)

23. Commission Contract Management Hangzhou Youdian 2019SR1412283 2019.7.9 2019.12.23 System (分成合同管理系統)

24. Xiaodian Merchant Official Account Hangzhou Youdian 2019SR1411477 2019.7.22 2019.12.23 saas System (小電商家公衆號saas系統)

25. Network Management System (網格管 Hangzhou Youdian 2019SR1411391 2019.7.17 2019.12.23 理系統)

26. Entrance Fee Contract Management Hangzhou Youdian 2019SR1411387 2019.7.19 2019.12.23 System (進場費合同管理系統)

27. Store Inventory Management System Hangzhou Youdian 2019SR141182 2019.8.19 2019.12.23 (門店盤點管理系統)

28. Agent Stock Replenishment Hangzhou Youdian 2019SR1412288 2019.6.15 2019.12.23 Management System (代理商要貨管理 系統)

29. Xiaodian Large Cabinet Scan Code Our Company 2020SR0675126 2020.4.15 2020.6.24 Charging Software (D5) (小電大櫃機掃 碼充電軟件（D5）)

30. Youdian Navigation Cabinet Scan Hangzhou Youdian 2020SR0675119 2020.1.12 2020.6.24 Code Charging Software (D6) (友電導 航機掃碼充電軟件（D6）)

31. Xiaodian Da Yang Mao e-Commerce Our Company 2020SR0675112 2020.4.3 2020.6.24 Shopping Platform (小電大洋毛電商購 物平台)

— VI-17 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

First Certification Published Certification No. Subject Owner Number Date Date

32. Xpower Cloud Charging Sharing Service Hangzhou 2020SR0708486 2018.12.1 2020.7.1 Platform (小電雲共享充電服務平台) Youdian

33. Youdian FOX Advertising Operation Hangzhou 2020SR0705739 2019.3.27 2020.7.1 Management Platform (友電FOX廣告運營 Youdian 管理平台)

34. Youdian Supply Chain Product Hangzhou 2020SR0733667 2020.2.18 2020.7.7 Information Management System (友電供 Youdian 應鏈產品信息管理系統)

35. Youdian Advertising Information Hangzhou 2020SR0776350 2019.6.2 2020.7.15 Management Platform (友電廣告信息管理 Youdian 平台)

36. Youdian WMS Storage Center Device Hangzhou 2020SR0773208 2019.9.1 2020.7.15 Receipt and Delivery Management Youdian Platform (友電WMS倉儲中心設備收發貨 管理平台)

37. Youdian Advertising Publishing Hangzhou 2020SR0780898 2019.10.27 2020.7.16 Operation System (友電廣告發布運營系統) Youdian

38. Youdian Advertising Placement Software Hangzhou 2020SR0780669 2020.2.7 2020.7.16 (友電廣告位投放軟件) Youdian

39. Youdian Dian Xiao Er Management Hangzhou 2020SR0780560 2020.5.20 2020.7.16 Service Software (友電電小二管理服務軟 Youdian 件)

40. Youdian Internet of Things powered Real- Hangzhou 2020SR0842667 Unpublished 2020.7.29 time Asset Management System (友電基于 Youdian 物聯網的實時資產管理系統)

41. Youdian Sharing Charging Device Order Hangzhou 2020SR0843635 Unpublished 2020.7.29 Management System (友電共享充電設備訂 Youdian 單管理系統)

42. Youdian Factory Scan Code Packing Hangzhou 2020SR0844276 2020.5.6 2020.7.29 Management System (友電工廠端掃碼裝箱 Youdian 管理系統)

43. Youdian Dian Xiao Er Mobile Terminal Hangzhou 2020SR0843646 2020.5.12 2020.7.29 Business Management System (友電電小 Youdian 二移動端業務管理系統)

44. Xiaodian Intelligent Decision Making Our Company 2020SR0841050 2019.5.5 2020.7.28 Data System (小電智能决策數據系統)

— VI-18 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

First Certification Published Certification No. Subject Owner Number Date Date

45. Xpower Cloud Platform Firmware Our Company 2020SR0847429 2020.5.11 2020.7.29 Upgrade Management System (小電雲平 台固件升級管理系統)

46. Xpower Cloud SIM Card Management Our Company 2020SR0899962 Unpublished 2020.8.10 Platform (小電雲SIM卡管理平台)

47. Xiaodian Assets Accounting System (小電 Our Company 2020SR1158113 Unpublished 2020.9.24 資產賬務系統)

48. Xiaodian Financial High-efficiency Our Company 2020SR1153112 Unpublished 2020.9.24 Amortization System (小電財務高效率攤 銷系統)

49. DNA Performance Management Platform Our Company 2020SR1226413 Unpublished 2020.10.16 (DNA效能管理平台)

50. High-performance enterprise middle- Hangzhou 2021SR0185409 Unpublished 2021.2.2 office gateway system based on micro- Youdian services architecture (基于微服務架構下的 高性能企業中台網關系統)

51. Supply chain product information Our Company 2021SR0203938 2020.2.18 2021.2.5 management system based on product standardization and dynamic rules (基于產 品標準化和動態規則的供應鏈產品信息化 管理系統)

52. Precise management system for Our Company 2021SR0255803 2020.1.31 2021.2.19 calculating model based on big data (基于 大數據的測算模型精准化管理系統)

53. Process engine visualization management Our Company 2021SR0249365 2020.9.9 2021.2.18 system based on BPMN2.0 (基于 BPMN2.0 的流程引擎可視化管理系統)

54. Rules management system based on RPA Our Company 2021SR0255865 Unpublished 2021.2.19 machine intelligence concept (基于 RPA 機器智能理念的規則管理系統)

55. A quasi-real time settlement system for Hangzhou 2021SR0256648 Unpublished 2021.2.19 realizing millions of daily bills based on Youdian the concept of space-for-time (基于空間換 時間理念下實現百萬級日賬單的准實時結 算系統)

56. Grid management system based on LBS Hangzhou 2021SR0260073 Unpublished 2021.2.20 service (基于 LBS 服務的網格管理系統) Youdian

— VI-19 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

First Certification Published Certification No. Subject Owner Number Date Date

57. Broad-scale POIleads database management Hangzhou 2021SR0265951 Unpublished 2021.2.20 system based on LBS technology (基于 LBS Youdian 技術的大型 POIleads 庫管理系統)

58. Intensified authority management system Hangzhou 2021SR0261590 Unpublished 2021.2.20 based on RBAC (基于 RBAC 的集約化權限管 Youdian 理系統)

59. Outdoor thermostat power bank renting and Our 2021SR0424360 2020.10.11 2021.3.19 returning software based on Internet of Things Company technology (基于物聯網技術的室外恒溫機充電 寶借還軟件)

60. Constant temperature control software for Our 2021SR0424359 2020.10.11 2021.3.19 outdoor thermostat based on Internet of Company Things technology (基于物聯網技術的室外恒 溫機恒溫控制軟件)

61. Temperature protection software for outdoor Our 2021SR0424361 2020.10.11 2021.3.19 thermostat based on Internet of Things Company technology (基于物聯網技術的室外恒溫機溫度 保護軟件)

62. Youdian short video filming software for Hangzhou 2021SR0487096 Unpublished 2021.4.1 smart phone (有電短視頻隨拍智能手機軟件) Youdian

63. Youdian short video information management Hangzhou 2021SR0487095 Unpublished 2021.4.1 system (有電短視頻信息管理系統) Youdian

(d) Copyright As of the Latest Practicable Date, we owned the following copyright which we consider to be or may be material to our business:

No. Subject Owner Certification Number First Published Date Certification Date

1 Our Company 2018-F-00502437 2017.10.24 2018.3.2

2 Our Company 2021-F-00032302 2020.12.2 2021.2.8

3 Our Company 2021-F-00043891 2020.12.22 2021.2.24

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(e) Domain Name As of the Latest Practicable Date, we owned the following domain names which we consider to be or may be material to our business:

No. Domain Name Registered Owner Date of Registration Expiry Date

1 xiaodiankeji.net Our Company 2016.12.12 2021.12.12

2 dian.so Hangzhou Youdian 2016.10.26 2023.10.26

3 xiaodiankeji.cn Our Company 2016.12.12 2021.12.12

4 xiaodiankeji.com Our Company 2016.12.12 2021.12.12

5 xiaodian.so Hangzhou Youdian 2016.12.14 2023.12.14

6 wecards.cn Hangzhou Youdian 2018.3.8 2022.3.8

Save as aforesaid, as of the Latest Practicable Date, there were no other intellectual property rights which the Company considers to be or may be material to our business.

C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUPERVISORS

1. Particulars of Service Agreements Pursuant to Rules 19A.54 and 19A.55 of the Listing Rules, our Company [has] entered into a service agreement with each of the Directors and Supervisors which contains provisions in relation to, among other things, compliance of relevant laws and regulations, observation of the Articles of Association and provisions on arbitration.

The principal particulars of these service agreements are: (a) each of the agreements is for a term of three years following his/her respective appointment date; and (b) each of the agreements is subject to termination in accordance with their respective terms. The service agreements may be renewed in accordance with our Articles of Association and the applicable rules.

2. Remuneration of Directors and Supervisors The aggregate amount of fees, salaries, allowances and retirement benefit scheme contributions paid or payable to our Directors in respect of the financial years ended December 31, 2018, 2019 and 2020 was approximately RMB1.06 million, RMB1.57 million and RMB6.5 million excluding share-based payments, respectively.

The aggregate amount of fees, salaries, allowances and retirement benefit scheme contributions we paid to our Supervisors in respect of the financial years ended December 31, 2018, 2019 and 2020 was approximately RMB0.49 million, nil and RMB0.93 million, respectively.

Under the arrangements currently in force, the aggregate amount of remuneration (excluding any discretionary bonus which may be paid) payable by our Company to our Directors and Supervisors for the financial year ending December 31, 2021 is expected to be approximately RMB6.4 million.

There was no arrangement under which any Director or Supervisor has waived or agrees to waive any emolument during the Track Record Period.

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3. Disclosure of Interests

(a) Interests and Short Positions of Directors, Supervisors and the Chief Executive of Our Company in the Share Capital of Our Company and Its Associated Corporations Following Completion of the [REDACTED] Immediately following completion of the [REDACTED] (assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised), the interests or short positions of our Directors, Supervisors and chief executive in the Shares, underlying Shares and debentures of our Company and its associated corporations, within the meaning of Part XV of the SFO, which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she is taken or deemed to have under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein, or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules once the H Shares are [REDACTED], will be as follows:

Approximate Percentage of Interest in Our Company immediately following the Completion of Name Position Nature of Interest Number of Shares [REDACTED]

Mr. Tang Yongbo(1) .... Executive Director and Beneficial owner; interests 22,770,960 [REDACTED] general manager in controlled corporation

Mr. Zhu Xiaohu(2) ...... Non-executive Director Interests in controlled 4,561,287 [REDACTED] corporations

Ms. Ning Jiuyun(3) ...... Executive Director and Beneficial owner 314,904 [REDACTED] chief financial officer

Mr. Lu Yufeng(4) ...... Executive Director and Beneficial owner 62,981 [REDACTED] vice general manager Notes: (1) As of the Latest Practicable Date, our Company was held as to approximately 26.82% by Mr. Tang Yongbo. Mr. Tang was the general partner of Xpower Investment. Therefore, Mr. Tang is deemed to be interested in the Shares held by Xpower Investment under the SFO. (2) As of the Latest Practicable Date, each of GSR I and GSR II was ultimately managed by Suzhou GSR Zhoahua Venture Capital Management Co., Ltd. (蘇州金沙江朝華創業投資管理有限公司)(“Suzhou GSR”). Suzhou GSR is controlled by Mr. Zhu Xiaohu, our non-executive Director, as to 51%. Therefore, Each of Suzhou GSR and Mr Zhu Xiaohu is deemed to be interested in the Shares held by GSR I and Phase II under the SFO. (3) Referring to the 314,904 Shares underlying the options granted to Ms. Ning Jiuyun under the Pre-[REDACTED] Share Option Plan. (4) Referring to the 62,981 Shares underlying the options granted to Mr. Lu Yufeng under the Pre-[REDACTED] Share Option Plan.

(b) Interests and Short Positions Discloseable under Divisions 2 and 3 of Part XV of the SFO For information on the persons who will, immediately following the completion of the [REDACTED] (assuming that the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised), have an interest or short position in our Shares or underlying Shares which would fall to be disclosed to our Company under the provisions of 2 and 3 of Part XV of the SFO, or directly or indirectly be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of our Company, see the section headed “Substantial Shareholders” in this document.

— VI-22 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Save as set out in the section headed “Substantial Shareholders” in this document, as of the Latest Practicable Date, our Directors were not aware of any persons who would, immediately following the completion of the [REDACTED] (assuming that the [REDACTED] and the share options granted under the Pre- [REDACTED] Share Option Plan are not exercised), have an interest or short position in our Shares or underlying Shares which would fall to be disclosed to our Company under the provisions of 2 and 3 of Part XV of the SFO, or be interested, directly or indirectly, in 10% or more of the nominal of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Group or have option in respect of such capital.

4. Disclaimers Save as disclosed in the sections headed “Directors, Supervisors and Senior Management”, “Financial Information”, “[REDACTED]”, “Substantial Shareholders” and “— C. Further Information about Our Directors and Supervisors” in this document: (a) there are no existing or proposed service contracts (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)) between our Directors, Supervisors and any member of the Group; (b) none of the Directors or Supervisors nor any of the parties listed in the paragraph headed “— E. Other Information — 4. Qualifications and Consents of Experts” in this Appendix has any direct or indirect interest in the promotion of, or in any assets which have been, within the two years immediately preceding the date of this document, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; (c) save as in connection with the [REDACTED], none of the Directors or Supervisors of our Company nor any of the parties listed in the paragraph headed “— E. Other Information — 4. Qualifications and Consents of Experts” in this Appendix is materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of our Group as a whole; (d) taking no account of any Shares which may be taken up under the [REDACTED], so far as is known to any Director, Supervisor or chief executive of our Company, no other person (other than a Director, Supervisor or chief executive of the Company) will, immediately following completion of the [REDACTED], have interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or (not being a member of the Group), be interested, directly or indirectly, in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group; (e) none of the Directors, Supervisors or chief executive of the Company has any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or will be required, pursuant to the Model Code for Securities Transaction by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange once our H Shares are [REDACTED]; (f) save in connection with the [REDACTED], none of the parties listed in the paragraph headed “— E. Other Information — 4. Qualifications and Consents of Experts” in this Appendix: (i) is interested legally or beneficially in any of our Shares or any shares in any of our subsidiaries; or (ii) has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group; and (g) none of our Directors or Supervisors or the respective close associates or any Shareholders of our Company (who to the knowledge of out Directors owns more than 5% of the number of our issued shares) has any interest in our five largest suppliers or customers.

— VI-23 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

D. SHARE INCENTIVE PLAN Summary of Key Terms The following is a summary of the principal terms of the Pre-[REDACTED] Share Option Plan of the Company as approved and adopted by the Company on April 17, 2020 (“Adoption Date”). The terms of the Pre- [REDACTED] Share Option Plan are not subject to the provisions of Chapter 17 of the Listing Rules.

(a) Purpose The purpose of the Pre-[REDACTED] Share Option Plan is to enable the Company to grant options to eligible participants (“Eligible Participants”) as incentives or rewards for their contribution or potential contribution to the Group.

(b) Who may join Eligible participants mean any person belonging to any of the following classes of persons: (i) Directors or senior management of our Group; (ii) Core technicians, middle-level management and key employees who have made outstanding or special contributions to the Group; (iii) Other employees of the Group identified by the option working team (“Option Working Team”) consisting of the chairmen of the Board, chief financial officer and a human resource specialist of our Company.

The options under the Pre-[REDACTED] Share Option Plan shall not be granted to any person who is interested in, works in or gets remuneration from a company whose business competes with that of the Group.

(c) Duration and control of the Pre-[REDACTED] Share Option Plan The Pre-[REDACTED] Share Option Plan shall be valid and effective for a period commencing on the Adoption Date and ending immediately prior to the [REDACTED] (both dates inclusive).

In respect of an option, the period within which the option may be exercisable (“Option Period”) shall not exceed a period of 36 months commencing on the date upon which such option is exercisable in accordance with paragraph (e). An option shall lapse automatically and not be exercisable after the Option Period.

This scheme shall be subject to the administration of the Option Working Team or the Board (the “Administrator”), whose decision as to all matters arising in relation to this scheme or its interpretation or effect.

Subject to applicable laws and the provisions of this scheme (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: (i) to construe and interpret the terms of the scheme and options granted pursuant to the scheme; (ii) to determine the grantee list and the number of options to be granted to each grantees; (iii) to keep a record with regard to the granting, vesting and exercise of options under the share option scheme; and (iv) to manage the operation of Hangzhou Zhixin Enterprise Management Consulting Partnership (Limited Partnership) (杭州智莘企業管理諮詢合夥企業（有限合夥）)(“Hangzhou Zhixin”), an employee stock ownership platform of our Group.

— VI-24 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

(d) Options The Administrator shall, subject to and in accordance with the provisions of this scheme and the Listing Rules, be entitled, but shall not be bound, at any time, to offer to grant an option to any Eligible Participant as it may think fit.

If the Administrator determines to offer an option to an Eligible Participant, the Company shall enter into an option granting agreement (the “Option Granting Agreement”) with the relevant Eligible Participant in such form as the Company may deem appropriate.

No grantee shall in any way sell, transfer, charge, mortgage, gift or in any other way to dispose of any option held by him/her.

(e) Exercise Price The exercise price in relation to each option offered to an Eligible Participant shall be determined with reference to the below: (i) the net asset per Share of the Company audited in the latest year; (ii) the price as determined by the Shareholder meeting of the Company, which shall not be less than the net asset per Share of the Company audited in the latest year; and (iii) 30% to 50% of the valuation price of per Share of the Company upon completion of a round of financing.

(e) Exercise of Options Unless otherwise provided hereof, each of the grantees to whom an option has been granted under this scheme shall only be entitled to exercise his/her option on the later (the “Exercise Date”) of: (i) the [REDACTED]; and (ii) the date when the options granted becomes exercisable according to below vesting schedule: Š 50% of the granted options are vested on the second year anniversary of the granting date; Š 25% of the granted options are vested on the third year anniversary of the granting date; and Š 25% of the granted options are vested on the fourth year anniversary of the granting date.

The Option Working Team reserves the right to allow for an earlier Exercise Date for certain grantees.

(f) Alteration of the Pre-[REDACTED] Share Option Plan The terms and conditions of this scheme and the regulations for the administration and operation of this scheme may be altered in any respect by resolution of the Board.

(g) Retrospective Effect of the Scheme All options granted after December 6, 2016 shall be retrospectively administrated and governed by the Pre- [REDACTED] Share Option Plan

Outstanding Options As of the Latest Practicable Date, the aggregate number of underlying Shares pursuant to the Pre- [REDACTED] Share Option Plan is 3,017,290. Immediately following completion of the [REDACTED] (assuming the [REDACTED] and the share options granted under the Pre-[REDACTED] Share Option Plan are not exercised), the aggregate number of Shares underlying all share options granted represents approximately [REDACTED] of the issued Shares immediately following the completion of the [REDACTED]. No options under the Pre-[REDACTED] Share Option Plan shall be granted after the [REDACTED].

— VI-25 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Assuming the [REDACTED] is not exercised and full exercise of options granted under the Pre- [REDACTED] Share Option Plan, the shareholding of our Shareholders immediately following the [REDACTED] will be diluted by approximately [REDACTED] and the dilution effect on our earnings per Share will be [REDACTED] if calculated on the basis of [REDACTED] Shares in issue immediately following completion of the [REDACTED].

As of the Latest Practicable Date, the outstanding options which have been granted under the Pre- [REDACTED] Share Option Plan for an aggregate of 3,017,290 Shares have been granted to a total of 336 Eligible Participants by our Company. The table below shows the details of share options granted to Directors, Supervisors and members of the senior management of the Company under the Pre-[REDACTED] Share Option Plan that are outstanding as of the Latest Practicable Date.

Approximate percentage of equity interest Number of in our Company Shares underlying the underlying outstanding Exercise the options upon price outstanding Date of the Name Address Position (RMB) options grant Exercise period [REDACTED](1)

Ms. Ning Unit 4, Building 3, Executive 8.38 314,904 February 12, Subject to the completion of [REDACTED] Jiuyun (甯 Langyueju, Fuli 10, Director 2019 the [REDACTED], 157,452 九雲) Yuhang District, and chief Shares on the third year Hangzhou, Zhejiang financial anniversary of the date of Province, PRC officer grant; 157,452 Shares on the fourth year anniversary of the date of grant Mr. Lu Unit 3, Building 9, Executive 8.38 62,981 December 31, 31,491 Shares on the second [REDACTED] Yufeng (蘆 Yunzhuyuan, Feicui Director 2019 year anniversary of the date 宇峰) City, Feicui and vice of grant; 15,745 Shares on community, Xianlin general the third year anniversary of Street, Yuhang manager the date of grant; 15,745 District, Hangzhou, Shares on the fourth year Zhejiang Province, anniversary of the date of PRC grant

Note: (1) Based on the assumption that the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of share options granted under the Pre-[REDACTED] Share Option Plan.

— VI-26 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

The table below sets out the details of share options granted to individuals, other than members of Directors, Supervisors or senior management the Company, under the Pre-[REDACTED] Share Option Plan that are outstanding as of the Latest Practicable Date.

Approximate percentage of Number of Shares equity interest in our Exercise underlying the Company underlying the Number of price outstanding Exercise outstanding options upon Batch No. Grantees (RMB) options Date of grant period the [REDACTED](2) Batch 1 ...... 9 0.88 168,742 December 6, 2016 Note 1 [REDACTED] Batch 2 ...... 1 0.74 264,600 January 31, 2017 Note 1 [REDACTED] Batch 3 ...... 5 0.64 20,752 April 30, 2017 Note 1 [REDACTED] Batch 4 ...... 1 5.09 16,729 May 17, 2017 Note 1 [REDACTED] Batch 5 ...... 1 5.09 22,813 May 18, 2017 Note 1 [REDACTED] Batch 6 ...... 1 5.09 10,646 May 20, 2017 Note 1 [REDACTED] Batch 7 ...... 1 5.09 16,729 June 5, 2017 Note 1 [REDACTED] Batch 8 ...... 81 5.09 221,447 June 30, 2017 Note 1 [REDACTED] Batch 9 ...... 1 5.09 16,729 July 3, 2017 Note 1 [REDACTED] Batch 10 ...... 1 5.09 9,125 November 14, 2017 Note 1 [REDACTED] Batch 11 ...... 89 5.09 389,657 December 31, 2017 Note 1 [REDACTED] Batch 12 ...... 13 8.38 33,383 June 30, 2018 Note 1 [REDACTED] Batch 13 ...... 32 8.38 146,118 December 31, 2018 Note 1 [REDACTED] Batch 14 ...... 21 8.38 369,381 June 30, 2019 Note 1 [REDACTED] Batch 15 ...... 42 8.38 400,238 December 31, 2019 Note 1 [REDACTED] Batch 16 ...... 8 8.38 107,066 April 20, 2020 Note 1 [REDACTED] Batch 17 ...... 3 8.38 18,900 April 19, 2021 Note 1 [REDACTED] Batch 18 ...... 16 12.05 337,050 April 19, 2021 Note 1 [REDACTED] Batch 19 ...... 8 21.70 69,300 April 19, 2021 Note 1 [REDACTED] Total ...... 334 N/A 2,639,405 N/A N/A [REDACTED]

Note: (1) Subject to the completion of the [REDACTED] and the [REDACTED] of the Company, 50% of the share options granted will be vested on the second anniversary of the date of grant; 25% of the share options granted will be vested on the third anniversary of the date of grant; and 25% of the share options granted will be vested on the fourth anniversary of the date of grant. (2) Based on the assumption that the [REDACTED] is not exercised and without taking into account any Shares to be issued upon the exercise of share options granted under the Pre-[REDACTED] Share Option Plan.

Application has been made to the Listing Committee for the [REDACTED] of and permission to [REDACTED] the Shares to be issued pursuant to the Pre-[REDACTED] Share Option Plan.

Our Company has applied for and [has been granted] (i) a waiver from the Stock Exchange from strict compliance with the disclosure requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix IA to the Listing Rules; and (ii) an exemption from the SFC from strict compliance with the disclosure requirements of paragraph 10(d) of Part I of the Third Schedule to the Companies Ordinance. See “Waivers from Strict Compliance with the Listing Rules and Exemption from Strict Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance” for details.

E. OTHER INFORMATION 1. Estate Duty Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or any of our subsidiaries.

2. Litigation As of the Latest Practicable Date, the Directors were not aware of any pending or threatened litigation, arbitration or administrative proceeding against us or our Directors which may have a material adverse impact on our business, financial condition or results of operations.

— VI-27 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

3. Joint Sponsors The Joint Sponsors have made an application on our behalf to the Listing Committee for the [REDACTED] of, and permission to [REDACTED], the Shares in issue, the H Shares to be issued pursuant to the [REDACTED] (including the additional H Shares which may fall to be issued pursuant to exercise of the [REDACTED] (if any). All necessary arrangements have been made to enable such Shares to be admitted into [REDACTED].

Each of the Joint Sponsors will be paid by our Company a fee of HK$4 million to act as a sponsor to the Company in connection with the [REDACTED].

4. Qualifications and Consents of Experts The following experts have each given and have not withdrawn their respective written consents to the issue of this document with copies of their reports, letters, opinions or summaries of opinions (as the case may be) and the references to their names included herein in the form and context in which they are respectively included.

Name Qualification

China International Capital Corporation Hong Kong Securities Limited ...... Licensed corporation to conduct Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 6 (advising on corporate finance) of the regulated activities as defined under the SFO

UBS Securities Hong Kong Limited .... A licensed corporation under the SFO to conduct Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 6 (advising on corporate finance) and Type 7 (providing automated trading services) of the regulated activities as defined under the SFO

JunHe LLP...... Legal advisers as to PRC laws

PricewaterhouseCoopers...... Certified Public Accountant under the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong)

Registered Public Interest Entity Auditor under Financial Reporting Council Ordinance (Chapter 588 of the Laws of Hong Kong)

Frost & Sullivan...... Independent industry consultant

As of the Latest Practicable Date, none of the parties listed above had any shareholding interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group.

5. Compliance Advisor We have appointed Opus Capital Limited as our Compliance Advisor in compliance with Rule 3A.19 of the Listing Rules.

6. Taxation of Holder of H Shares The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale, purchase and transfer are effected on the H Share register of members of our Company, including in circumstances where such transaction is effected on the Stock Exchange. The current rate of Hong Kong stamp duty for such sale, purchase

— VI-28 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION and transfer is a total of HK$1.00 for every HK$1,000 (or part thereof) of the consideration or, if higher, the fair value of the H Shares being sold or transferred. For further information in relation to taxation, see “Appendix III — Taxation and Foreign Exchange” to this document.

7. Preliminary Expenses We have not incurred any material preliminary expense.

8. Agency Fees or Commissions Paid or Payable Save as disclosed in this document, no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any capital of our Company within the two years immediately preceding the date of this document.

9. Promoters The promoters of our Company are all of the 29 then Shareholders of our Company as of June 24, 2020 before our conversion into a joint stock limited liability company:

Number Name of Shareholder

1. Mr. Tang Yongbo (唐永波)

2. Hangzhou Xpower Investment Management Partnership (Limited Partnership) (杭州小電投資管理合 夥企業（有限合夥）)

3. Hangzhou Yunchuang Venture Capital Partnership (Limited Partnership) (杭州雲創創業投資合夥企業 （有限合夥）)

4. Hangzhou Yunzhi Investment Partnership (Limited Partnership) (杭州雲智投資合夥企業（有限合 夥）)

5. Shanghai Detong Yimin Consumer Industry Equity Investment Fund Center (Limited Partnership) (上海德同益民消費產業股權投資基金中心（有限合夥）)

6. Chengdu Detong Yinke Jincheng Venture Capital Partnership (Limited Partnership) (成都德同銀科錦 程創業投資合夥企業（有限合夥）)

7. Chongqing Detong Linghang Venture Capital Center (Limited Partnership) (重慶德同領航創業投資中 心（有限合夥）)

8. Zhuhai Zhongrui Investment Center (Limited Partnership) (珠海眾銳投資中心（有限合夥）)

9. Deqing Brandon Investment Management Partnership (Limited Partnership) (德清布朗登投資管理合 夥企業（有限合夥）)

10. Suzhou GSR Zhaohua Venture Capital Partnership (Limited Partnership) (蘇州金沙江朝華創業投資合 夥企業（有限合夥）)

11. Suzhou GSR Zhaohua II Venture Capital Partnership (Limited Partnership) (蘇州金沙江朝華二期創業 投資合夥企業（有限合夥）)

12. Hangzhou Youhan Investment Management Co., Ltd. (杭州有漢投資管理有限公司)

— VI-29 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

Number Name of Shareholder

13. Tianjin Qingzhe Venture Capital Partnership (Limited Partnership) (天津慶喆創業投資合夥企業（有 限合夥）)

14. Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) (杭州鼎暉新趨勢股 權投資合夥企業（有限合夥）)

15. Hangzhou Daocin Investment Partnership (Limited Partnership) (杭州道昇投資合夥企業（有限合 夥）)

16. Linzhi Lixin Information Technology Co., Ltd. (林芝利新信息技術有限公司)

17. Shanghai Yuanjing Investment Management Partnership (Limited Partnership) (上海圓景投資管理合 夥企業（有限合夥）)

18. Xizang Rong’an Growth Investment Center (Limited Partnership) (西藏榕安成長投資中心（有限合 夥）)

19. Beijing Sequoia Chenxin Management Consulting Center (Limited Partnership) (北京紅杉辰信管理諮 詢中心（有限合夥）)

20. Suzhou Kinzon Yuanxin Equity Investment Partnership (Limited Partnership) (蘇州昆仲元昕股權投 資合夥企業（有限合夥）)

21. Suning.com Co., Ltd. (蘇寧易購集團股份有限公司)

22. Suning Financial Services (Shanghai) Co., Ltd. (上海蘇寧金融服務集團有限公司)

23. Hangzhou Zhonghuan Leading Investment Management Partnership (Limited Partnership) (杭州中寰 領創投資管理合夥企業（有限合夥）)

24. Hangzhou Yuanjing Equity Investment Partnership (Limited Partnership) (杭州圓景股權投資合夥企 業（有限合夥）)

25. Hou Beibei (侯貝貝)

26. Liu Rui (劉睿)

27. Zhuhai Zhongyan Investment Enterprise (Limited Partnership) (珠海眾琰投資企業（有限合夥）)

28. Huzhou Hexin Enterprise Management Consulting Partnership (Limited Partnership) (湖州禾信企業 管理諮詢合夥企業（有限合夥）)

29. Hangzhou Zhixin Enterprise Management Consulting Partnership (Limited Partnership) (杭州智莘企 業管理諮詢合夥企業（有限合夥）)

Save as disclosed in this document, within the two years immediately preceding the date of this document, no cash, securities or other benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters in connection with the [REDACTED] and the related transactions described in this document.

— VI-30 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VI STATUTORY AND GENERAL INFORMATION

10. Bilingual Effect The English language and Chinese language versions of this document are being published separately in reliance upon the exemption provided by section 4 of Companies (Exemption of Companies and prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).

11. Binding Effect This document shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

12. No Material and Adverse Change Our Directors confirm that, save as disclosed in this document, as far as they are aware, there had been no material adverse change in our financial, trading position or prospects since December 31, 2020 (being the date to which the latest audited consolidated financial statements of our Group were prepared).

13. Miscellaneous Save as disclosed in this document, (a) within the three years preceding the date of this document: (i) no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued or is proposed to be fully or partly paid either for cash or for a consideration other than cash; (ii) no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any share or loan capital of our Company or any of our subsidiaries; and (iii) no commission has been paid or payable (except commission to [REDACTED])toany persons for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription of any shares of our Company or any of our subsidiaries; (b) no share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option; (c) no founder, management or deferred shares of our Company or any of our subsidiaries have been issued or agreed to be issued; (d) there is no arrangement under which future dividends are waived or agreed to be waived; (e) there has not been any interruption in the business of our Company which may have or have had a material adverse effect on the financial position of our Company in the 12 months immediately preceding the date of this document; (f) our Company has no outstanding convertible debt securities or debentures; and (g) none of our equity and debt securities is presently listed on any stock exchange or traded on any trading system and no such listing or permission to list is being or is proposed to be sought.

— VI-31 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE FOR INSPECTION

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG The documents attached to the copy of this document and delivered to the Registrar of Companies in Hong Kong for registration were: (a) a copy of the [REDACTED]; (b) the written consents referred to in the section headed “Statutory and General Information — E. Other Information — 4. Qualifications and Consents of Experts” in Appendix VI to this document; and (c) a copy of each of the material contracts referred to in the section headed “Statutory and General Information — B. Further Information about Our Business — 1. Summary of Material Contracts” in Appendix VI to this document.

DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at our Company’s principal place of business in Hong Kong at 40th Floor, Dah Sing Financial Center, No. 248 Queen’s Road East, Wanchai, Hong Kong during normal business hours up to and including the date which is 14 days from the date of this document: (a) the Articles of Association of our Company; (b) the Accountant’s Report from PricewaterhouseCoopers, the text of which is set out in Appendix I to this document; (c) the audited consolidated financial statements of our Group for the three years ended December 31, 2018, 2019 and 2020; (d) the report in relation to unaudited pro forma financial information of our Group from PricewaterhouseCoopers, the text of which is set out in Appendix II to this document; (e) the legal opinion issued by JunHe LLP, our PRC Legal Advisor in respect of certain aspects of our Company; (f) the industry report prepared by Frost & Sullivan; (g) the PRC Company Law, the PRC Securities Law, the Mandatory Provisions and the Special Regulations together with their unofficial English translations; (h) the material contracts referred to in the section entitled “Statutory and General Information — B. Further Information about Our Business — 1. Summary of Material Contracts” in Appendix VI to this document; (i) the written consents referred to in the section entitled “Statutory and General Information — E. Other Information — 4. Qualifications and Consents of Experts” in Appendix VI to this document; (j) the service contracts referred to in the section headed “Statutory and General Information — C. Information about Our Directors and Supervisors — 1. Particulars of Service Agreements” in Appendix VI to this document; and (k) the terms of the Pre-[REDACTED] Share Option Plan and a list of grantees under the Pre- [REDACTED] Share Option Plan, containing all details as required under the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

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